REI SOLUTIONS TERMS & CONDITIONS
Updated March 18, 2021
These Terms and Conditions (the “Agreement”) constitute a binding contract between REI Solutions & Associates, LLC d/b/a REI Solutions (“REI,” “we,” “us,” or “our”) and you, on behalf of yourself and any organization or company that you represent (collectively, “you”) any time you access our website, our software (“Software”), and any of our other products or services located on our website or through the Software (together the website, Software, and services that support either is referred to as the “Services”). You must be a (a) registered user on the Podio.com platform, and (b) registered REI user with a current paid up subscription to the Software and Services to access the Services. Your use of the Services is subject to acceptance of and compliance with this Agreement. “Use” or “using” means to access, install, download, copy, or otherwise benefit from using the functionality of the Services. If you do not agree to this Agreement, do not use the Services. Each time you use the Services, the current version of this Agreement will apply. The current version of this Agreement will always be available on the website.
SOFTWARE AND LICENSES
"Software" means all of the contents of the downloads, ﬁles, disk(s), CD-ROM(s) or other media containing REI software with which this Agreement is applicable, including but not limited to (A) registration information, i.e. work space identification which is unique for your registration name; (B) related explanatory written materials or ﬁles; and (C) Software setup ﬁles including the REI desktop and mobile applications and code samples (if any); and (D) any upgrades, modiﬁed versions, updates, additions, and copies of the Software, if any, provided to you by us now or in the future (collectively, "Updates").
REI, as the licensor, grants you, as the licensee, a non-exclusive right to use the Software under this Agreement. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. REI reserves all rights not expressly granted to you. REI retains the ownership and copyright in and to the Software.
As part of this license, you agree that the Software may download and install Updates, and additional features from us in order to improve, enhance, and further develop the Software.
PERMITTED USES AND RESTRICTIONS
Subject to Your compliance with this Agreement, REI grants you a non-exclusive, limited, revocable, non-transferable license to use the Software solely as follows:
- One single use license allows you to activate and use one copy of the Software.
- Unauthorized copying of the Software is expressly forbidden.
- You may not rent, lease, lend, or sell the Software to anyone.
- You may not transfer your rights under this Agreement unless we are notified of and consent to the assignment and the assignee agrees to the terms of this Agreement. We may assign our rights under this Agreement at any time and to any party without prior notice to you.
- You may not use the Software for any unlawful purpose and shall not misuse the Services in any manner, which REI shall determine in its sole discretion.
- Use of the Services requires that you sign up for an account. You agree to keep your username and password confidential and to not allow others to use your user account. You also agree not to use another’s user account.
- You are solely responsible for all activity that occurs under your account. You agree to notify REI of any unauthorized use of your account.
- You may not copy, adapt, translate, decompile, reverse engineer, disassemble, modify, or create derivative works of the Services or Software or advertise the Services or Software in any form.
- Without prejudice to any other rights, we may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement or other documents, referred to herein. In such event, you must destroy all copies of the Software.
The Services allow creation, transmission, and storage of content generated by you and the following terms apply.
“Content” means all visual, written, or audible communications, files, data documents, videos, recordings, or any other material displayed, posted, uploaded, stored, exchanged, or transmitted on or through Your use of the Services. You retain ownership of any intellectual property rights that you hold in the Content and grant us the license specified herein. We will not monitor Content, except: (i) as needed to provide, support, or improve the Services; (ii) investigate potential or suspected fraud, abuse, misuse, or unlawful activities; (iii) where instructed or permitted by you; (iv) as otherwise required by law or to exercise or protect our legal rights; or (v) for our legitimate business interests.
You are solely responsible for your Content and your use of the Services. We are not liable to you for any loss or damages arising from any Content. We do not endorse and have no control over the Content used in connection with the Services. We cannot guarantee the accuracy of any Content provided by you or by other users.
This Agreement and your subscription to the Services renews automatically and is eﬀective until terminated. You may cancel your subscription to the Services at any time; however, the Services are purchased by the month and all sales are final with no refunds (prorated or otherwise) upon termination or cancellation of the Services. Your rights under this License will be terminated by us automatically without notice if you fail to comply with any provisions of this Agreement and or otherwise fail to pay the fees and charges, if any, payable to us and associated with your use of the Services. Upon the termination of this Agreement, you shall cease all use and destroy, remove or delete all copies, full or partial, of the Software on your computer or device and otherwise in your possession or control. Upon termination of this Agreement, you will no longer have access to your data. Any term or condition of this Agreement which by its plain meaning shall be and must be performed after termination, shall survive termination.
THIRD-PARTY WEBSITES AND SERVICES
COMPLIANCE WITH LAW AND INDEMNIFICATION
You are required to use the Services in full compliance with all applicable laws and regulations, including without limitation, all state, federal and international: (1) Do-Not-Call (“DNC”) registry prohibitions; (2) licensing and bonding requirements; (3) consumer cancellation rights; (4) mandatory disclosures; (5) cell phone restrictions; (6) text messaging restrictions; (7) opt-out rules; (8) call recording laws; (9) record retention requirements; and (10) direct mail rules and best practices; (11) CAN-SPAM Act and related email rules; (12) the Telephone Consumer Protection Act and related laws; and (13) all other applicable laws and regulations. REI does not assume responsibility for ensuring that your campaigns meet applicable legal requirements. REI will not assume any liability if you are ever held guilty or liable for any legal violation.
You agree to indemnify and hold harmless us, our affiliates and our and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, and third party service providers (collectively, the “Indemnitees”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly result from your information, use of the Services, or your breach of this Agreement. You agree to be solely responsible for defending any Claim against or suffered by any Indemnitee, subject to the relevant Indemnitee’s right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against any Indemnitee provided that you will not agree to any settlement that imposes any obligation or liability on any Indemnitee without our prior express written consent.
YOU EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICES, OR ANY PART THEREOF, (IV) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICES, (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY US. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT OUR WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF OUR CONTROL. THE SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.
LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL REI BE LIABLE TO YOU OR A THIRD PARTY FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SOFTWARE HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF REI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. REGARDLESS, IN NO EVENT SHALL REI TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
The Services are protected by copyrights, trademarks, patents, trade secrets, and other intellectual property and proprietary rights (collectively, “Intellectual Property Rights”), and any unauthorized use of the same violates this Agreement and may violate applicable law. Except as expressly provided herein, we do not grant you any express or implied right to use the Services. In addition, you agree not to take any action that may infringe on our Intellectual Property Rights.
This Agreement does not create any agency, partnership, joint venture relationship, other form of joint enterprise, employment, or fiduciary relationship between the parties, their affiliates, or their respective employees, contractors, or agents. Neither party has any authority to contract for or bind the other party in any manner or make any representation or commitment on behalf of the other party.
This Agreement will be governed by and construed in accordance with the laws of the State of Texas, excluding its conﬂict of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction ﬁnds any provision, or portion hereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect. The federal or state courts located in Collin County, Texas, USA shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to such jurisdiction and venue.
Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this section. The Services are controlled, operated and administered by REI from our offices in Texas. If you access the Services from a location outside Texas, you are responsible for compliance with all local laws. You agree that you will not use the Services in any jurisdiction or in any manner prohibited by any applicable laws, restrictions or regulations.
Except for actions to protect copyrights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and ﬁnally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Collin County, Texas, USA or such other location in the USA determined by REI in its sole discretion. The arbitrator shall apply the laws of the State of Texas, to all issues in dispute. The ﬁndings of the arbitrator shall be ﬁnal and binding on the parties and may be entered in any court of competent jurisdiction for enforcement. Notwithstanding the law of Texas, legal fees shall be awarded to the prevailing party in the arbitration.
CLASS ACTION WAIVER
By accessing or using the Services, you hereby waive, any rights to participate in a class action lawsuit or representative action with respect to any disputes or claims arising out of or relating to this Agreement or the Services.
COMPLETE AGREEMENT AND SEVERABILITY
This Agreement constitutes the entire agreement between you and REI relating to the use of the Services and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modiﬁcation of this Agreement will be binding unless in writing and signed by REI, provided REI reserves the right to make changes as specified herein. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. To the extent possible the provision will be interpreted and enforced to the greatest extent legally permissible in order to effectuate the original intent, and if no such interpretation or enforcement is legally permissible, shall be deemed severed from this Agreement.
NOTICES AND COMMUNICATIONS
Visiting reisolutions.org or sending emails to REI constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
Except as may be otherwise specified in this Agreement, all notices, consents, and other communications permitted or required to be given under this Agreement must be in writing and addressed to the recipient and will be deemed given: upon delivery if personally delivered with fees prepaid, including by a recognized courier service; upon receipt if delivered by certified or registered mail, postage prepaid and return receipt requested, as indicated by the date on the signed receipt; or, where you are the recipient, upon delivery by email to the email address for you or your organization on file with REI. Where REI is the recipient, a copy of each communication must be sent to firstname.lastname@example.org in order to be valid. Please print or otherwise save a copy of this Agreement and all notices, consents, and other communications for your reference.
CONSENT FOR MARKETING-RELATED CONTACT
By accessing or using the Services, you grant REI and its employees permission to contact you at the telephone number and email address you have provided, regardless of any registration with state or national DNC lists. This includes through the possible use of automated telemarketing systems, SMS technology, emails, as well as prerecorded messages. Communications will be used for informational and marketing purposes. Standard messaging rates apply.
If you have any questions or comments regarding this Agreement, the Software or the Services, please contact us:
by email: email@example.com
by telephone: (866) 381-0327
by mail: 15922 Eldorado Pkwy., Suite 500, Box 573, Frisco, Texas 75035