remforce.com Software as a Service Subscription Agreement

Effective as from 30 January 2015.

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

You agree that this agreement is like any written negotiated agreement signed by you. If you do not agree to the terms of this agreement, do not use the software and promptly return the product unit to Remforce or Remforce’s reseller, as applicable. As described below, using the software also operates as your consent to the transmission of certain computer information during activation and validation. This agreement governs the use of Remforce’s REM1 controller and its associated myREM cloud software. To proceed with your account and device setup, you must agree to the following Terms of Purchase and Use.

Boiler Connect Ltd. (dba “Remforce”) and you (“Customer”), enter into the following SAAS Subscription Agreement (“Agreement”), effective today. This SAAS Subscription Agreement (“Agreement”), dated as of today, your registration date, governs the use by Customer of the master controllers, and other equipment, parts and supplies (collectively, the “SAAS System”), and the services provided by Remforce in connection with the SAAS System (the “SAAS Services”). This Agreement includes (1) each Order Form (or invoice) that provides the type, quantity and payment terms for the Products purchased from Remforce or Remforce’s reseller, and the SAAS Services, (2) the Terms of Purchase and Use found herein as in effect from time to time, and (3) the Pre-Deployment Checklist executed by the parties. In the event of conflict among terms, the order of priority shall be the Order Forms, this Agreement, the Terms of Purchase and Use, and then the Pre-Deployment Checklist.

  1. Remforce agrees to sell the Products and provide the SAAS Services described in each Order Form, and Customer agrees to pay for the Products and SAAS Services and comply with the terms and conditions set forth in this SAAS Subscription Agreement, each Order Form, and the Terms of Purchase and Use. As provided in each Order Form, the Products to be purchased may include master controllers configured to communicate with the Remforce network operations center (each a “Gateway”) and/or activation kit(s) or other devices (the “Devices”) listed in the Order Form. The Products shall be for use in connection with accessing the SAAS System and use of the SAAS Services, for Customer’s internal business purposes. The Fees for the Products are shown in the Order Form. Subsequent purchases of Products shall be made only from Remforce or Remforce’s reseller, and shall be subject to the terms and conditions of this Agreement.
  2. The Term of Service for the SAAS Services is one (1) year from today’s date then continues year-to-year as long as your account is in good standing. The SAAS Services may be accessed and used only by the number of Users specified in the Order Form(s), for the Fees corresponding to that number and type of Users. For each User, Customer will be provided a user name (User ID) and password, which enables the number of Customer’s Users to access the SAAS System and use the SAAS Services. Following expiration of the Initial Term, the Term of Service will automatically renew for successive periods of one (1) year each unless and until either party gives the other party notice of non-renewal at least 60 days prior to the next scheduled renewal date. Customer may elect Early Termination of the Services solely as permitted in the Terms of Purchase and Use for the Services.
  3. Remforce grants to Customer a limited, non-exclusive, terminable, non-transferable license to access the SAAS Services through the SAAS System, or by any other means on which the parties may agree, and to use the SAAS Services during the Term or Service, subject to the Terms of Purchase and Use found herein, which Remforce may revise from time to time.
  4. All other terms and conditions that are part of this Agreement shall be as set forth in the Terms of Purchase and Use, and this Agreement (inclusive of the Terms of Purchase and Use), and all Order Forms completed and approved pursuant to this Agreement, constitute the complete and exclusive terms of the agreement between the parties regarding the subject matter and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof. In the event of a direct conflict between the terms of this Agreement and the terms of the then-current Terms of Use, the terms of the Agreement shall control.
  5. Customer represents and warrants that Customer has all necessary authorization to purchase and pay for the Products and SAAS Services indicated in each Order Form.
  6. Customer agrees to provide the necessary electric service, wiring, computer equipment and communication line access (in accordance with UL standards) for access to the SAAS Services. Customer agrees to provide, install and maintain, at Customer’s expense, data communication lines therefor, all pursuant to minimum specifications prescribed by Remforce from time to time. Customer shall be responsible for ongoing charges for Customer’s own use of such data communication lines.
  7. In addition to the initial Order Form, the parties may enter into one or more additional Order Forms, each of which provides a general description of the Products and SAAS Services to be provided to Customer. For any Order Form to be effective, it must be in writing and signed or otherwise authenticated by Customer. Electronic and fax documents are considered to be in writing for this purpose. All terms and conditions set forth in this SAAS Subscription Agreement are automatically incorporated in, and deemed part of, each such Order Form.
  8. If there is any conflict between the terms of an Order Form and the terms of this SAAS Subscription Agreement or the Terms of Purchase and Use, then the terms of the Order Form shall control. Each Order Form, as supplemented by the terms of this SAAS Subscription Agreement and the Terms of Purchase and Use, constitutes an entire and separate agreement between the parties regarding the Products and SAAS Services covered by that Order Form, and supersedes any other prior oral or written understandings and agreements of the parties regarding the Products and SAAS Services covered by that Order Form. Any provisions contained in Customer’s own purchase order forms, such as preprinted terms and conditions typically found on their reverse side, shall not apply and are superseded in their entirety by the provisions of this Subscription Agreement, including the applicable Order Form.

Description of SAAS Services

  1. BASIC MONITORING. The SAAS Services include access by Customer through the SAAS Customer Web-based Portal to the following features:
    • Create Account
    • Create Company
    • Configure Device
    • Configure Building
    • Configure Alarms
  2. HOSTING AND MANAGEMENT SERVICES. The SAAS Services include the following managed services:
    • Network administration, including communications between the Gateway and the network operations center through cellular wireless transmission or Customer provided Ethernet connection
    • Software administration
    • Data administration
    • Periodic over-the-air firmware upgrades
  3. AUTHORIZED USER LICENSE (WEB PORTAL). The Authorized User License is made available on a per-device basis and does not restrict the number of Authorized Users. The License includes on-going hosting enabling access to the Portal.
  4. ACTIVATION SERVICES: Remforce provides device installation instructions (QuickStart Guide). Installation services may be offered by Remforce’s reseller but otherwise are the responsibility of Customer. Software activation occurs via account creation and setup at http://www.remforce.com Remforce offers customer support for activation.
  5. PORTAL TRAINING. Remforce offers support remotely for Account and Device Setup.
  6. SUPPORT SERVICES. Support Services include unlimited remote service and support during normal business hours. Customer will designate one individual who will be the authorized point of contact for all technical support communications between Remforce and Customer at all times. Remforce will use commercially reasonable efforts to keep the SAAS System available on a 24 hour a day, 7 day a week basis, via web site access utilizing the Minimum Configuration, subject to occasional scheduled downtime (during non-working hours, for short periods of time, typically on Sundays and communicated in advance) for maintenance purposes, unforeseen maintenance and systems outages, or routine testing of the Services. As used herein, “Minimum Configuration” means the minimum configuration of client hardware and software required to access the Services, which, shall be that users have an Internet connection and an up-to-date web browser. Safari and Chrome are recommended.

Terms of Purchase and Use

PLEASE READ CAREFULLY BEFORE USING THIS SAAS SERVICE. BY PURCHASING THE PRODUCTS, AND/OR ACCESSING AND USING THE SAAS SERVICE AND THE ASSOCIATED WEBSITE, APPLICATIONS AND TOOLS, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. THESE TERMS OF PURCHASE AND USE FORM PART OF THE SAAS SUBSCRIPTION AGREEMENT, WHICH YOU ARE REQUIRED TO ACCEPT IN CONNECTION WITH YOUR INITIAL AND ALL SUBSEQUENT PURCHASING OF THE PRODUCTS AND USE OF THE SAAS SERVICE.

Purchase of Products

  1. You agree to purchase the Products consisting generally of the devices, software and firmware programs incorporated into the master controllers, and other equipment, parts and supplies shown in each Order Form that is completed and approved under the SAAS Subscription Agreement.
  2. If the Order Form provides a schedule for delivery, the schedule is an estimate and is subject to availability of the Products, readiness of the site for installation, and scheduling of installers, as applicable. In the event the Products are not available within a reasonable period of time from the scheduled delivery, you may at your option (a) terminate the purchase of undelivered Products, or (b) accept postponement of delivery until such time as Remforce can complete the delivery of the Products. In no event shall Remforce be liable to you or any users for any delay or impact costs or damages associated with any late, partial or incomplete delivery.
  3. You may inspect the Products within ten (10) days after arrival and installation and conduct appropriate testing to ascertain whether the Products conform to their Specifications. Failure to notify Remforce within that period of time shall be considered acceptance of the Products. Any such acceptance shall be without prejudice to any warranties provided by the original manufacturer of the Products or maintenance terms purchased from Remforce or such manufacturer. UPON ACCEPTANCE OF THE PRODUCTS, THE PURCHASE SHALL BE NON-CANCELLABLE AND IRREVOCABLE, AND PAYMENT DUE TO REMFORCE SHALL BE UNCONDITIONAL.
  4. Unless otherwise indicated in the Order Form, you agree to be responsible for all site preparation, including utility connections and procurement of necessary equipment or peripheral devices, and for installation of the Products.
  5. If you reject any of the Products upon inspection, you agree to take responsibility for packaging and returning the Products to Remforce or the original manufacturer (as requested by Remforce), with delivery pre-paid by you, unless you are requested to hold the Products for repair or replacement.
  6. You are advised that it is your responsibility to determine whether to purchase and pay for extended warranty service, maintenance, installation assistance, on-site training or customer support available for the goods. If Remforce provides any such service in connection with the Products, Remforce does so on terms and prices provided in an Order Form completed and approved by Remforce.
  7. Orders accepted by Remforce may not be cancelled by you except with Remforce’s written authorization.
  8. The Products are offered with the SAAS Services, but the Products may be used without the SAAS Services in case the SAAS Services are terminated or become unavailable for any purpose. You own the Products you purchase, regardless of whether the SAAS Services are obtained.
  9. SAAS Services; Grant of Rights
  10. If SAAS Services are obtained pursuant to an Order Form, Remforce grants you and your staff (collectively, the “Users”), for the Term of Service indicated in the Order Form, a limited, non-exclusive, terminable, non-transferable license to access and use the services, tools and applications provided through the SAAS Service subject to these Terms of Purchase and Use. The SAAS Service may include download areas and product information provided by Remforce or third-party vendors. All SAAS Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms of Purchase and Use. All rights not expressly granted to you and your Users pursuant to the SAAS Subscription Agreement are reserved to Remforce, and all uses of the SAAS Service not expressly permitted hereunder are prohibited.

Permitted and Prohibited Use

  1. Limited Use. You and your Users may access the SAAS System and use the SAAS Services solely to support and operate within your internal business (i) the Products purchased by you from Remforce; and (ii) Remforce’s web-based monitor and control management portal (“the “Portal”). Remforce reserves the right, in its sole discretion, to limit your and/or your Users’ use of the SAAS Services in the event that Remforce determines your and/or your Users’ use thereof to be inconsistent with such purposes, and/or otherwise inconsistent with these Terms of Purchase and Use.
  2. Prohibited Uses. You agree, for yourself and all your Users, as a condition of use of the SAAS Services, not to use the SAAS Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You and your Users may not use the SAAS Service in any manner that could damage, disable, overburden, or impair any Remforce or subscriber server, or the network(s) connected to any Remforce or subscriber server, or interfere with any other party’s use and enjoyment of any of the SAAS Services. You and your Users may not attempt to gain unauthorized access to any part of the SAAS Services, other accounts, computer systems or networks connected to any Remforce or subscriber server or to any part of the SAAS Services, through hacking, password mining or any other means. You and your Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the SAAS Services. Except as expressly set forth herein, you and your Users may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the SAAS Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the SAAS Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the SAAS Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the SAAS Services’ control or security systems, or allow or assist a third party to do so.
  3. Suspension of Service. Remforce may at any time suspend (or require that you suspend) the access of Users to the SAAS Services and/or disable their Login Information in the event of violation of these terms and conditions. Grounds for doing are not limited but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if Remforce has or you have reason to suspect any such User is engaged in activities that may violate these Terms of Purchase and Use, applicable laws, or subscriber policies, or are otherwise deemed harmful to Remforce, your organization, your and our respective network or facilities, or other Users. Remforce shall not be liable to any User for suspension of SAAS Service, regardless of the grounds.

Ownership; Subscriber and User Submissions

  1. As between you and your Users and Remforce, the SAAS Services, any material or information provided pursuant to the SAAS Services, and any associated applications, tools or data, and all additions, modifications and improvements made or specified by Remforce, its agents or contractors, are the property of Remforce, and are protected by Canadian and international copyright, trademark and patent laws, as applicable. By using the SAAS Services, neither you nor your Users gain any ownership interest in such items.
  2. Remforce does not claim ownership of the usage information you or your Users provide for the use and operation of the SAAS Services. Remforce and its vendors and contractors may use such information to operate and administer the SAAS Services. In addition, Remforce may retain, analyze, use and share such information in anonymous, filtered, or aggregate form for general business purposes.
  3. Remforce reserves the right to upgrade, modify, replace or reconfigure the SAAS Services at any time, provided that you will be provided at least thirty (30) days’ advance notice for changes that materially and adversely affect any use of the SAAS Services. Remforce may also change the fee schedule, support terms, and service level agreements for the SAAS Services subject to at least thirty (30) days’ advance notice, except that the change will not apply for the remainder of the Term of Service to the amount and type of SAAS Services you have contracted for under existing Order Forms. Any such notice may be given and shall be effective if posted by Remforce in the “Subscriber Alert” section of this website, or if provided in an email sent to your account representative, or if included in any amendment, extension or new version of this Agreement or any Order Form.

Links to Third Party Sites

The SAAS Service may provide links that allow you or your Users to leave Remforce’s site and/or access third party websites. The linked sites in many cases are not under the control of Remforce and Remforce is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Remforce is not responsible for webcasting or any other form of transmission received from any linked site. Remforce provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Remforce of the site.

Use of Passwords; Internet

  1. You are responsible for providing and administering usernames and passwords for all Users (the “Log-In Information”). Each User must have a valid username and password for the purpose of accessing the SAAS Services. You and your Users must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned User and may not be shared or transferred without your consent and control.
  2. You and your Users are responsible for maintaining the confidentiality of that User’s username and password. You and your Users are responsible for any and all activities that occur under all your Users’ accounts. You agree to notify Remforce immediately of any unauthorized use of your Users’ accounts or any other breach of security. Remforce will not be liable for any loss that you or a User may incur as a result of someone else using your Users’ passwords or accounts, either with or without the applicable Users’ knowledge.
  3. Remforce does not guarantee the security of any information transmitted to or from you or any User over the Internet, including through the use of e-mail. Access to the Internet, if employed, is your and each User’s sole responsibility and the responsibility of Internet provider(s) you select. Remforce does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.

Communications from Remforce

Remforce may periodically contact you or your Users for customer service purposes. By accessing the SAAS Services, you and each User consent to receive such communications. You agree that Remforce may reference its business relationship with you in its marketing or sales materials. Payments, etc.

  1. You agree to pay at the time indicated in each Order Form (or invoice) all payments due from you thereunder. If not otherwise indicated in the Order Form, all payments are due thirty (30) days from invoice.
  2. You agree to accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the purchase price of the Products or SAAS Services or on account of your acquisition or ownership or use of the Products (exclusive only of taxes based on net income derived by Remforce), and (b) all foreign taxes, export or import tariffs, and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the Products and the SAAS Services, or your acquisition or ownership or use of the Products. You agree to hold Remforce harmless from all claims and liability arising in connection with Purchaser’s failure to report or pay such taxes.
  3. You agree that Remforce and its assigns shall have a security interest in the Products until you have paid in full the total purchase price of those Products shown in each applicable Order Form. You agree that this agreement shall be a security agreement as defined by the Uniform Commercial Code in effect in the jurisdiction in which the Products are located and Remforce is authorized to execute and file financing statements or other recordings in order to document the security interest.
  4. In the event that you default in any of the terms and conditions of the SAAS Subscription Agreement, including these Terms of Purchase and Use and any Order Forms completed and approved thereunder, or a petition for bankruptcy is filed by or against you, then, to the extent permitted by applicable law, Remforce shall have the right to exercise one or more of the following remedies:
    • (a) To declare the entire amount of the unpaid total purchase price due and payable plus all service fees that would otherwise come due for the remainder of the Term of Service, together with interest thereon at the lesser of 18% per annum or the then highest allowable legal rate per annum;
    • (b) Without demand or legal process, you authorize Remforce’s agents to enter into the premises where the Products may be found and take possession and remove the same and you specifically waive any claim or right of action for trespass or damages in connection with Remforce’s exercise of such right. Remforce shall have the right to sell, lease or retain the Products in complete or partial satisfaction of any outstanding claim and to retain all prior payments in respect of the purchase price or Products and previously accrued service fees. Notwithstanding the taking of possession by Remforce of the Products, you shall remain liable for the total purchase price for the Products and all service fees that would otherwise come due for the remainder of the Term of Service; and/or
    • (c) To terminate this Agreement as to any or all of the Order Forms. All remedies of Remforce hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of Remforce to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Remforce of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy.

Notice Specific to Software Available with the SAAS Services

  1. 1. Any software that is made available to download from the SAAS Services (“Software”) is the copyrighted work of Remforce and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). In some cases, you or a User may be unable to install any Software that is accompanied by or includes a License Agreement, unless you first agree to the License Agreement terms.
  2. 2. The Software so provided is made available for download solely for use according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in civil and criminal penalties. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.

Changes to Terms of Use

REMFORCE RESERVES THE RIGHT TO CHANGE THESE TERMS OF PURCHASE AND USE FROM TIME TO TIME. SUCH CHANGES WILL BECOME EFFECTIVE WHEN SAAS POSTS THE REVISED TERMS OF USE AS PART OF THE SERVICE OR ON ANY RELATED WEBSITE. THE MOST CURRENT VERSION OF THE TERMS OF USE CAN BE REVIEWED BY CLICKING ON THE “TERMS OF PURCHASE AND USE” HYPERTEXT LINK LOCATED IN THE HOME PAGE FOR THE SERVICE. USERS SHOULD CHECK THE TERMS OF USE FROM TIME TO TIME, AS THEY ARE BOUND BY THE TERMS OF USE SO POSTED FROM AND AFTER THE TIME THE CHANGES ARE POSTED. ANY REVISED TERMS OF USE SHALL SUPERSEDE ALL PREVIOUS VERSIONS.

Termination of the SAAS Subscription Agreement; Effect of Termination or Expiration

  1. In the event that you breach any term of the SAAS Subscription Agreement, or you or your Users breach these Terms of Purchase and Use, and such breach is not cured within 10 days after receipt of notice thereof from Remforce, Remforce may terminate the SAAS Subscription Agreement in whole or in part immediately upon written notice to you. Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable.
  2. Upon expiration or prior termination of the SAAS Subscription Agreement, all rights granted herein shall revert to Remforce. All access to and use of the SAAS Services by Users must then cease, and all materials, applications and tools downloaded from the SAAS Service must be erased, deleted, or destroyed.

No Warranties, Limitation of Liability

  1. To the extent that the original manufacturer is not Remforce or its affiliates and such manufacturer makes any warranties covering the Products, Remforce assigns those warranties to you, subject to the conditions and limitations provided by the manufacturer. Remforce will cooperate with you, at your cost, to process any warranty claim, but Remforce assumes no other responsibility for such warranties. THE FOREGOING ASSIGNMENT OF WARRANTIES IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES PERTAINING TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTY ARISING FROM ANY DESCRIPTION OR SPECIFICATION PROVIDED FOR THE PRODUCTS, OR ANY SAMPLE OR MODEL PRESENTED TO YOU OR YOUR REPRESENTATIVES, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR TITLE. YOUR EXCLUSIVE REMEDY FOR ANY CLAIM BASED ON THE CONDITION, PERFORMANCE, DEFECT OR NON-CONFORMITY OF THE PRODUCTS SHALL BE TO MAKE A CLAIM TO THE ORIGINAL MANUFACTURER FOR THE WARRANTIES (IF ANY) PROVIDED BY THE ORIGINAL MANUFACTURER.
  2. THE SAAS SERVICES AND ANY TOOLS, APPLICATIONS, INFORMATION OR MATERIALS PROVIDED TO YOU IN CONNECTION WITH THE SAAS SERVICES ARE PROVIDED “AS IS,” AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR OUTPUT, SECURITY AND, EXCEPT AS MAY BE OTHERWISE STATED IN THIS AGREEMENT, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SAAS DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE SAAS SERVICES.
  3. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REMFORCE OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF SAAS’S OBLIGATIONS HEREUNDER. IN NO EVENT SHALL REMFORCE BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING NEGLIGENCE.
  4. Remforce and its affiliates shall not be liable for loss, injury or damage of any kind to any person or entity resulting from any use, condition, performance, defect or failure in the Products or the SAAS Services. You and your Users release and waive all claims against Remforce, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, trustees, officers, shareholders, employees, agents and representatives of each of the foregoing (the “Remforce Group”), from any and all claims, damages, liabilities, costs and expenses arising out of your and your Users’ use of the Products and the SAAS Services. To the extent permitted by applicable law, this release covers all such claims regardless of the negligence of the Remforce Group.

Subscriber Representations

You represent and warrant that (i) you have full power and authority to enter into the SAAS Subscription Agreement, and to agree to all the terms and conditions contained therein and in these Terms of Purchase and Use; (ii) only you and your Users shall be permitted to access the SAAS Services and any related tools, applications, information and materials provided in connection with the SAAS Services; and (iii) you shall obtain and maintain in effect all permits, licenses and authorizations necessary for the purchase and intended use of the Products and the SAAS Services.

Reporting Infringement

By accessing and/or using the SAAS Services, Users agree to report to Remforce all claims or suspected claims of copyright or other infringement of Remforce’s intellectual property or other proprietary rights. Claims of infringement should be directed to Legal Department, Remforce.

Miscellaneous.