Terms of Service
Last updated: January 18th 2019
Reefin (dba Gorilla Expense) Online Subscription Agreement
This Reefin Online Subscription Agreement is between the entity that accepts this agreement (“you”) and Reefin LLC, dba Gorilla Expense (Gorilla Expense is a product owned by Reefin, LLC) (hereinafter “Reefin”) (“us”, “we”). This agreement is effective on the date we provide you with a confirmation for your first Order/SOW/Invoice/Access/Exhibit A and access information to the application. By using or accessing the services, or by agreeing to these terms where the option is made available to you in the user interface, you agree to abide by this agreement without modification by you. If you do not agree, you may not use the services.
Terms and Conditions
Use of the Products.
a. General. This agreement governs your use of the Products. You may need to activate a Product prior to use. Minimum system requirements or other factors may affect your ability to use the Products.
b. License. We grant you a non-exclusive, non-transferable, worldwide and limited right to access and use the Online Services and to install and use the Client Software. These rights are (a) non-perpetual unless explicitly stated otherwise (such as through the buy-out option) and (b) conditional on your continued compliance with the terms of this agreement, including payment for the Products. We reserve all rights not expressly granted to you in this agreement, including any rights by implication or otherwise.
c. SLAs. We will provide Online Services according to the SLAs.
e. Limitations on use. You may not reverse engineer, decompile or disassemble any Product, except where applicable law permits it despite this limitation. You may not rent, lease, lend, resell, or host to or for third parties any Product, except as expressly permitted for a given Product in the Online Services Use Rights. You may not separate and use the components of a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as provided in the Online Services Use Rights.
f. Non-Reefin software.
(i) You are solely responsible for any non-Reefin software that you install or use with the Online Services. We are not a party to and are not bound by any terms governing your use of non-Reefin software. Without limiting the foregoing, non-Reefin software or scripts linked to or referenced from any Online Services website, are licensed to you under the open source licenses used by the third parties that own such code, not by us.
(ii) If you install or use any non-Reefin software with the Online Services, you direct and control the installation in and use of such software in the Online Services through your actions (e.g., through your use of application programming interfaces and other technical means that are part of the Online Services). We will not run or make any copies of such non-Reefin software outside of our relationship with you.
(iii) If you install or use any non-Reefin software with the Online Services, you may not do so in any way that would subject our intellectual property or technology to obligations beyond those included in this agreement.
g. Responsibility for your IDs and accounts. You are responsible for protecting the confidentiality of any IDs, Reefin Online Services IDs, or other authentication credentials associated with your use of an Online Service under this agreement. In addition, you are responsible for your passwords, if any, and all activity with your Online Service accounts including that of users you provision and dealings with third parties that take place through your account or associated accounts. You must keep your accounts and passwords confidential. You must tell us right away about any possible misuse of your accounts or any security incident related to the Online Service.
h. Your responsibility for use of communities. You are responsible for your users’ use of any community, including ensuring compliance with the terms governing the community located at the community’s website. We specifically disclaim any liability arising from or related to your or your users’ use of or inability to use a community’s website. A “community” as used in this section means one or more forums that we or an Affiliate of ours may establish for customers or the general public to obtain information or collaborate regarding the use of the Product(s), or at an alternate website, we identify.
2. Ordering, pricing, payments, renewals, and taxes.
a. The available Subscription options for each Product and they can generally be categorized as follows:
(i) Committed Offering: You commit in advance to purchase a specific quantity of a Product for use during a Term. You pay on a periodic basis during the Term in advance. Any one-time setup or implementation fees are due at contract signing. An invoice will be issued before the start of service. Payment is due upon receipt of invoice. For the ‘Subscription by a bucket of expense reports’ option under Committed Offering, the standard term is one year. Expense reports purchased are valid for one year from the date of purchase. Unused expense reports will expire at the end of the term and will not rollover into the next term.
(ii) Consumption Offering: You pay based on actual usage in the preceding term with no upfront commitment. Payment is on a periodic basis in arrears. Any one-time setup or implementation fees are due at contract signing. An invoice will be issued before the start of service. Payment is due upon receipt of invoice.
With respect to any offerings available free of charge, provisions in this agreement with respect to pricing, cancellation fees, and payment do not apply.
b. Ordering. You can place an Order directly with us or with our Affiliate.
(i) For Committed Offerings, a Subscription shall be for a defined Term (e.g. 12 months or 24 months). You may increase the quantity of Product Licenses during the Term. Licenses added to a Subscription will expire at the end of the original Term of the Subscription to which such licenses are added.
(ii) You may place Orders for your Affiliates under this agreement and grant your Affiliates administrative rights to manage their Products. Affiliates may not place Orders under this agreement. If you grant any rights to your Affiliates, such Affiliates shall be bound by this agreement. You also may assign a third party a license to a Product if the third party needs such a license as part of your internal business needs. You agree to be jointly and severally liable for any Product ordered for or other actions taken by any of your Affiliates or any third party to which you provide rights under this agreement.
c. Pricing and payment. Pricing and payment terms for Products are available directly from us or through our Affiliates. Payments are due and must be made according to the payment option you selected for each Product.
(i) For Committed Offerings, the price level may be based on your Order quantity for a given Product. Price level changes are not retroactive. Prices for each price level are fixed at the time the Order is first placed and shall apply throughout the Term. Prices and price levels are subject to change at the beginning of any Subscription renewal.
(ii) For Consumption Offerings, the pricing and rate schedules will be based on actual usage and subject to change at any time.
(i) For Committed Offerings, you may choose to have a Subscription (1) automatically renew or (2) not renew upon expiration of the Term. Automatic renewal is default. You can change your selection at any time during the Term. If you elect to automatically renew a Subscription, the quantity of licenses in the Subscription at the time of renewal, including any licenses added during the Term, is automatically renewed.
(ii) For Consumption Offerings, renewal is unnecessary because your ability to use the Product will continue until the applicable Product is discontinued.
(iii) Trial Subscriptions cannot be renewed.
e. New agreement. Before you place new Orders or renew any Subscriptions, we may require you to enter into an updated agreement that will govern your new Orders and renewal Subscriptions from that date forward.
f. Taxes. Any amounts owed to us are exclusive of any taxes. You shall pay any applicable value added, goods and services, sales, or like taxes that are owed with respect to any Order placed under this agreement and which we are permitted to collect from you under applicable law. You shall be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates. If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority, provided however that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You will make certain that any taxes withheld are minimized to the extent possible under applicable law.
g. Late Payments. Except to the extent prohibited by law, Reefin may assess a late charge if Customer does not pay on time, regardless of any disputes Customer may have raised about its bill. Customer must pay these late charges as and when billed by Reefin. The late charge will be the lesser of 5% of the unpaid amount each month or the maximum rate that is permitted by law. Reefin may use a third party to collect past due amounts. Customer must pay for all reasonable costs incurred by Reefin to collect any past due amounts. These costs may include reasonable attorneys’ fees and other legal fees and costs. Reefin may suspend or cancel the Service if Customer does not pay in full and on time. Additional fees may apply to restart the Service after suspension or cancellation due to late payments.
3. Term, suspension, and termination.
a. Agreement term and termination. This agreement will remain in effect unless you terminate it subject to the terms of this Section. For Committed Offerings, termination will only terminate your right to renew Subscriptions under an existing Order or place new Orders for additional Products under this agreement. Termination will not affect any Subscription not otherwise terminated and this agreement shall remain in effect for such Subscription for the remainder of the Term. For Consumption Offerings, termination will end Customer’s right to use the Product. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by law.
b.Termination of a Subscription. You may terminate a Subscription at any time during its Term while providing a 30 days notice to Reefin. No refunds will be provided on any unused Subscription.
c. How to terminate this agreement or a Subscription. You must contact Reefin customer service to terminate this agreement or a Subscription.
d. Effect of termination or expiration on Client Software. If this agreement or a Subscription is terminated or expires, and you do not exercise an available buy-out option, then you must delete all copies of Supplemental Software and Client Software licensed under this agreement and destroy any associated media. We may ask you to provide written certification of the deletion and destruction.
You agree that you shall treat the design and performance of the Online Services that are accessible to you only via password protected access and any documentation or materials we make available to you under this agreement as confidential and shall not disclose them to any third party except in the furtherance of the parties’ business relationship with each other. If you are a government customer, this Section is subject to the requirements of applicable trade secret, public records, and similar laws. Neither party shall make any public statement concerning the terms or our business relationship as provided in this agreement without the other party’s prior written consent.
a. Limited warranty. We warrant that:
(i) Online Services will perform in accordance with the Service Level Agreement; and
(ii) Client Software will perform substantially as described in the applicable Reefin user documentation.
b. Limited warranty term. The limited warranty for:
(i) Online Services is for the duration of your use of the Online Service; and
(ii) Client Software is one year from the date you first use it.
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;
(ii) this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or the Online Services Use Rights, or resulting from events beyond our reasonable control;
(iii) this limited warranty does not apply to problems caused by the failure to meet minimum system requirements; and
(iv) this limited warranty does not apply to free, trial, pre-release or beta Products.
d. Remedies for breach of limited warranty. If we fail to meet any of the above limited warranties and you notify us within the warranty period that a Product does not meet the limited warranty, then we will:
(i) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service; and
(ii) for Client Software, at our option either (1) return the price paid or (2) repair or replace the Client Software.
These are your only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law.
e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY, WE PROVIDE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. WE DISCLAIM ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE OR NON-INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.
6. Defense of infringement, misappropriation, and third party claims.
a. Our agreement to protect. We will defend you against any claims made by an unaffiliated third party that any Product infringes that party’s patent, copyright or trademark or makes unlawful use of its trade secret. We will also pay the amount of any resulting adverse final judgment (or settlement to which we consent). This Section 6 provides your exclusive remedy for these claims.
b. Limitations on defense obligation. Our obligations will not apply to the extent that the claim or award is based on:
(i) Customer Data, non-Reefin software, modifications you make to the Product, or materials you provide or make available as part of the use of a Product;
(ii) your combination of the Product with a non-Reefin product, data or business process; or damages attributable to the value of the use of a non-Reefin product, data or business process;
(iii) your redistribution of the Product to, or use for the benefit of, any unaffiliated third party;
(iv) your use of Reefin’s trademark(s) without express written consent to do so; or your use of the Product after we notify you to discontinue that use due to a third party claim.
You will reimburse us for any costs or damages that result from any of the above actions.
c.Your agreement to protect. You will defend us and our Affiliates against any claims made by an unaffiliated third party (1) that any Customer Data or non-Reefin software you provide as part of your use of a Product infringes the third party’s patent, copyright, or trademark or makes intentional unlawful use of its Trade Secret; or (2) related to your use of the Product in violation of this agreement. You must pay the amount of any resulting adverse final judgment (or settlement to which you consent). This Section 6 provides our exclusive remedy for these claims.
d. Rights and remedies in case of possible infringement or misappropriation.
(i) Our Products. If we reasonably believe that a Product may infringe or misappropriate a third-party’s intellectual property rights, we will seek to: (1) procure for you the right to continue to use the Product; or (2) modify or replace it with a functional equivalent to make it non-infringing, and notify you to discontinue use of the prior version. If the foregoing options are not commercially reasonable, we may terminate your rights to use the Product. In such a case, we will provide you with notice and refund any amounts you paid in advance for unused Product.
(ii) Your Customer Data or use of non-Reefin software with our Online Services. If an unaffiliated third party asserts that your Customer Data or non-Reefin software used with the Online Services violates their intellectual property rights, we may ask you to remove the allegedly infringing item. If you fail to do so within a reasonable period of time, we may suspend or terminate the Online Service to which the Customer Data or non-Reefin software relates.
e. Obligations of protected party. You must notify us promptly in writing of a claim subject to the subsection titled “Our agreement to protect” and we must notify you promptly in writing of a claim subject to the subsection titled “Your agreement to protect.” The party invoking its right to protection must (1) give the other party sole control over the defense or settlement; and (2) provide reasonable assistance in defending the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that it incurs in providing assistance.
7. Limitation of liability.
a. Limitation on liability. To the extent permitted by applicable law, the liability of each party, its Affiliates, and its contractors arising under this agreement is limited to direct damages up to (1) for Products other than Online Services, the amount you were required to pay for the Product giving rise to that liability during the six months preceding the claim and (2) for Online Services, the amount you were required to pay for the Online Service giving rise to that liability during the six months preceding the claim. In the case of Products provided free of charge or as part of Trials or as part of a Pilot, our and our Affiliates’ and contractors’ liability to you arising under this agreement is limited to One dollar ($1.00 USD). These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to:
(i) The parties’ obligations under the Section titled “Defense of infringement, misappropriation, and third party claims”;
(ii) liabilities arising out of any breach by either party of its obligations under the section titled “Confidentiality”, except that our and our Affiliates’ and contractors’ liability arising out of or in relation to Customer Data shall in all cases be limited to the amount you paid for the Online Service giving rise to that liability during the prior six months; and
(iii) violation by either party of the other party’s intellectual property rights.
b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES (OR CLAIMS BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT), OR DAMAGES FOR LOST PROFITS OR REVENUES, DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, or the PARTIES’ RESPECTIVE OBLIGATIONS IN THE Section titled “Defense of infringement, misappropriation, AND THIRD PARTY claims.”
8. Verifying compliance.
During the Term of any Subscription and for three years thereafter, you must keep all usual and proper records relating to the Subscription(s) and your use of Products under this agreement. We may request that you conduct an internal audit of all Products in use throughout your entity, comparing the number of licenses in use to the number of licenses issued to and/or paid for by you. By requesting an audit, we do not waive our rights to enforce this agreement or to protect Reefin intellectual property by any other means permitted by law. If verification or self-audit reveals any unlicensed use, you must promptly order sufficient licenses to cover your past and present use. If material unlicensed use is found, you must reimburse us for the costs we incurred in verification and acquire the necessary additional licenses at retail license cost within 30 days.
9. Client Software and Supplemental Software.
a. Supplemental Software. To enable optimal access and use of certain Online Services, you may need to install Supplemental Software. You may use Supplemental Software only to support the applicable Online Service. We may check the version of the Supplemental Software you are using and recommend or download updates, with or without notice, to your devices. Failure to install updates may affect your ability to use certain functions of the Online Service. Your right to use the Supplemental Software ends when your right to use the Online Service ends or when we update the Online Service and the Supplemental Software no longer supports it, whichever comes first. You must uninstall the Supplemental Software when your right to use it ends. We may also disable it at that time.
b. Client Software. We grant you licenses for the number of copies of Client Software you ordered. We also grant you the right to use a prior (older) version in place of a Client Software version you license if we specify such use in the Online Services Use Rights. Please see the Online Services Use Rights for further details.
c. When licenses become perpetual. Unless you obtain perpetual licenses under a buy-out option indicated on the Portal, a license to Client Software you obtained under this agreement lasts only for the Subscription Term. Any references in the Online Services Use Rights to running Client Software on a perpetual basis apply only if you obtained perpetual licenses.
d. License confirmation. Proof of your licenses is (1) this agreement, (2) any Order confirmation, (3) documentation evidencing license transfers (for any permitted transfers), and, if applicable, (4) proof of payment.
e. License rights are not related to fulfillment of software media. Your acquisition of software media or access to a network source does not affect your license to Client Software obtained under this agreement. We license Client Software to you, we do not sell it.
f. Copies. You may make as many copies of the Client Software as you need to distribute them throughout your entity provided you have a valid license for each such copy. Copies you make of Client Software and Supplemental Software must be complete copies (including copyright and trademark notices) and made from Reefin-approved media or a network source. You may use a third party to make and install these copies, but you agree to be responsible for that third party’s actions. You must use reasonable efforts to inform anyone you allow to use the Client Software that it is licensed from us and subject to the terms of this agreement.
g. Right to re-image. In certain cases, you may re-image a software product on a device by using the Client Software media. If you acquired the software product (1) from an original equipment manufacturer (OEM), (2) as a full packaged software product through a retail source, or (3) under another Reefin program, you may use the media provided to you under this agreement to create images for use in place of copies provided through that separate source. You have this right provided that:
(i) You have a valid license from the separate source for each copy of the software product that is re-imaged;
(ii) The Client Software, language, version, and components of the copies are identical to the software product, language, version, and all components of the copies they replace and the number of copies or instances of the re-imaged software product permitted remains the same;
(iii) Except for copies of an operating system and copies of software product licensed under another Reefin program, the Client Software type (e.g., upgrade or full license) is identical to the software product type from the separate source;
(iv) You comply with any specific requirements for re-imaging identified in the Online Services Use Rights; and
(v) You agree that re-images made under this subsection remain subject to the terms and use rights provided with the software product from the separate source. This subsection does not create or extend any warranty or support obligation.
h. Transferring and assigning licenses.
(i) License transfers. License transfers are not permitted, except as explicitly set forth in the Perpetual License.
(ii) Internal assignment of licenses. Licenses must be assigned to a single user or device. Licenses may be reassigned.
i. Qualifying desktop operating system license. Licenses for desktop operating system software available under this agreement are upgrade licenses only (“OS Upgrade Licenses”), not full licenses. All your computers that will run OS Upgrade Licenses must be licensed to run one of the full qualifying desktop operating systems identified in the Online Services Use Rights. You may internally reassign OS Upgrade Licenses from the original computer to a replacement computer within your entity, so long as (1) the replacement computer is licensed to run a full qualifying operating system identified in the Online Services Use Rights, (2) you remove any OS Upgrade License software from the original computer, and (3) that reassignment is not within 90 days of the last reassignment.
a. Notices to us. You must send notices, authorizations, and requests in connection with this agreement by regular or overnight mail, express courier, or fax to the addresses listed below. We will treat notices as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Notices should be sent to:
3870 Peachtree Ind. Blvd, S-340 #167
Duluth, GA 30096, USA
b. Electronic notices to you. We may provide you with information about the Online Service in electronic form. It may be via email to the address you provide when you sign up for the Online Service or through a web site that we identify. Notice via email is given as of the transmission date. As long as you use the Online Service, you have the software and hardware needed to receive these notices. You may not use the Online Service if you do not agree to receive these electronic notices. In addition, various service communications may be sent via email to account administrators you identify and may update.
c. Independent contractors. You and we are independent contractors for all purposes regarding this agreement. You do not have any agency, franchise or fiduciary relationship with us under this agreement.
d. No third-party beneficiaries. This agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this agreement.
e. Assignment. You may not assign this agreement. We may assign this agreement to our Affiliates.
f. Severability. If a court holds any provision(s) of this agreement to be illegal, invalid or unenforceable, the rest of this agreement will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible.
g. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.
h. Applicable law. This agreement is governed by the laws of the State of Georgia without regard to its conflict of laws principles, except that (1) if you are a U.S. Government entity, this agreement is governed by the laws of the United States, and (2) if you are a state or local government entity in the United States, this agreement is governed by the laws of that state. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this agreement. The Products are protected by copyright and other intellectual property rights laws and international treaties.
i. Dispute resolution. Any action to enforce this agreement must be brought in the State of Georgia, USA. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. If you are a U.S. Government or state or local government entity, this Section does not apply and jurisdiction and venue will be determined by applicable law.
j.This agreement is not exclusive. You are free to enter into agreements to license, use or promote non-Reefin software or services.
k.Entire agreement. This agreement constitutes the entire agreement concerning its subject matter and supersedes any prior or contemporaneous communications.
l.Survival. Provisions regarding ownership and license rights, fees, Online Services Use Rights, restrictions on use, evidence of perpetual licenses, transfer of licenses, warranties, export restrictions, defense of infringement and misappropriation claims, Reefin’s and Customer’s obligations to protect each other, limitations of liability, confidentiality, compliance verification, obligations on termination or expiration and the other provisions in this section titled “Miscellaneous” will survive termination or expiration of this agreement.
m. Customer consent to partner fees. When you place an Order for certain Products, you may identify a “Partner of Record” associated with your Subscriptions. By identifying a Partner of Record, directly or by authorizing a third party to do so, you consent to us paying certain fees to the Partner of Record. The fees are for pre-sales support and may also include post-sales support. The fees are based on, and increase with the size of, your Order. Your prices for Products are the same whether or not you identify a Partner of Record.
n. No transfer of ownership. We do not transfer any ownership rights in any Products. We reserve all rights, including without limitation license rights, not specifically granted in this agreement. Products are protected by copyright and other intellectual property rights laws and international treaties.
o. Force majeure. Neither party will be liable for any failure in performance due to causes beyond either party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.
p. U.S. export jurisdiction. The Products are subject to U.S. export jurisdiction. You must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
q. Natural disaster. In the event of a natural disaster, we may post information or provide additional assistance or rights.
r. Survival. Provisions regarding ownership and license rights, fees, Online Services Use Rights, restrictions on use, evidence of perpetual licenses, transfer of licenses, warranties, defense of infringement and misappropriation claims, the parties obligations to protect each other, limitations of liability, confidentiality, compliance verification, obligations on termination or expiration and the other provisions in the section titled “Miscellaneous” will survive termination or expiration of this agreement.
“Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. “Ownership” means, for purposes of this definition, control of more than a 50% interest in an entity. If you are an agency of a state, provincial, or local government, “Affiliate” means (1) any government agency, department, office, instrumentality, division, unit or other entity, of your state, provincial or local government that you supervise or is part of you, or which supervises you or you are part of, or which is under common supervision with you; (2) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state or province and located within your state’s or province’s jurisdiction and geographic boundaries; and (3) any other entity in your state or province expressly authorized by the laws of your state or province to purchase under state or provincial contracts; provided that a state or province and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government or its Affiliates. Notwithstanding the foregoing, provincial Crown corporations are not Affiliates for the purposes of this definition. If you are an agency of the U.S. government, “Affiliate” means any other agency of the U.S. government. If you are an agency of the Canadian government, “Affiliate” means any other agency of the Canadian government, except for a federal Crown corporation.
“Client Software” means any Reefin client software identified in the Online Services Use Rights. Client Software is offered on a standalone basis or as a component of an Online Service.
“Committed Offering”, “Consumption Offering”, and “Combined Offering” means the Subscription options for a Product.
“Customer Data” means all data, including all text, sound, software, or image files that you provided, or are provided on your behalf, to us through your use of the Online Services.
“Online Service” means any Reefin online service identified in the Online Services Use Rights. An Online Service may include Supplemental Software and/or Client Software.
“Online Services Use Rights” means the use rights for each Product. The Online Services Use Rights include terms governing your use of Products that are in addition to the terms in this agreement.
“Order” means an order for a Product. An Order may include multiple Subscriptions to a Product.
“Product” means any Online Service and any Client Software.
“Service Level Agreement” or “SLA” means an agreement representing commitments we make regarding delivery and/or performance of an Online Service.
“Subscription” means the temporary arrangement to pay for and receive use of a specific Product ordered.
“Supplemental Software” means Reefin software provided to you as part of an Online Service and that may be used only with the Online Service to enable certain functions of the Online Service.
“Term” means the duration of a Subscription.
Reefin (dba Gorilla Expense) Online Subscription Services Use Rights
HOW TO DETERMINE WHICH LICENSE TERMS APPLY TO AN ONLINE SERVICE
The license terms that apply to your use of a given licensed online service include the General License Terms and any Service-Specific License Terms.
CLARIFICATIONS AND SUMMARY OF CHANGES
We designed these Online Services Use Rights to help you license and manage your use of Reefin online services.
GENERAL LICENSE TERMS
Before you access and use an online service, you must acquire and assign the User, Device, Services or Add-on SLs that correspond to that online service.
Terms used in these Online Services Use Rights but not defined will have the definition provided in your Reefin Online Subscription Agreement. The following definitions also apply:
CAL means client access license.
Customer Data means all data, including all text, sound, or image files and software that are provided to us by, or on behalf of, you through your use of the online service.
Customer Support means all support or advice provided to you under your Reefin Online Subscription Agreement.
External Users means users that are not either your or your affiliates’ employees, or your or your affiliates’ onsite contractors or onsite agents.
Fixes means Product fixes, modifications or enhancements, or their derivatives, that Reefin either releases generally (such as service packs), or that Reefin provides to you when performing Customer Support to address a specific issue.
Instance means an image of software that is created by executing the software’s setup or install procedure or by duplicating an existing Instance.
Non-Reefin Product means any software, data, service, website or other product licensed, sold or otherwise provided to you by an entity other than us, whether you obtained it via our online services or elsewhere.
Operating System Environment (OSE) means all or part of an operating system Instance, or all or part of a virtual (or otherwise emulated) operating system Instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights, and instances of applications, if any, configured to run on the operating system instance or parts identified above. There are two types of OSEs, physical and virtual. A physical hardware system can have one Physical OSE and/or one or more Virtual OSEs.
Physical OSE means an OSE that is configured to run directly on a physical hardware system. The operating system Instance used to run hardware virtualization software (e.g. Reefin Hyper-V Server or similar technologies) or to provide hardware virtualization services (e.g. Reefin virtualization technology or similar technologies) is considered part of the Physical OSE.
Primary User means the user who uses the device more than 50% of the time in any 90 day period.
Qualifying Third Party Device means a device that is not controlled, directly or indirectly, by you or your affiliates (e.g., a third party’s public kiosk).
Running Instance means an Instance of software that is loaded into memory and for which one or more instructions have been executed. (You “Run an Instance” of software by loading it into memory and executing one or more of its instructions.) Once running, an Instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory.
SL means subscription license.
Server means a physical hardware system capable of running server software.
Virtual OSE means an OSE that is configured to run on a virtual hardware system.
Your Use Rights
If you comply with your licensing agreement, you may use the software and online services as expressly permitted in these Online Services Use Rights.
License Terms Updates
We may update these license terms from time to time. Changes to these license terms that we introduce with updates or supplements to the online service or related software, that are required by law, or that do not materially affect your use of the online services will apply immediately. For any other changes, your use of the online service under any existing license will be governed by these license terms without those updates during the greater of either: 12 months from the time you first use it or the length of your committed term. We will endeavor to notify you of updates at least 30 days before they are generally effective. You agree to the license terms updates by using the online service after we publish them in these Online Services Use Rights or send you an email notice about the updates.
Online Service Updates
We may modify the functionality or features or update the online service and software from time to time. We will endeavor to notify you of updates within a reasonable timeframe. After an update, some previously available functionality or features may change or may no longer be available. If we update the online service or software and you do not use the updated online service or software, some features may not be available to you and your use of the online service and software may be interrupted.
Suspension of an Online Service
ONLINE SERVICES SUSPENSION
We may suspend an online service in whole or in part in the following circumstances:
if we believe that your use of the online service represents a direct or indirect threat to our network function or integrity or anyone else’s use of the online service;
if reasonably necessary to prevent unauthorized access to Customer Data;
to the extent necessary to comply with legal requirements; or
if you do not abide by the Acceptable Use Policy section of these Online Services Use Rights or violate other terms of your Reefin Online Subscription Agreement.
OUR SUSPENSION PROMISE
Any suspension of an online service pursuant to this section shall apply to the minimum necessary portion of the online service and will only be in effect for as long as reasonably necessary to address the issues giving rise to the suspension.
NOTICE OF SUSPENSION
We will provide advance notice before suspending an online service, except where we reasonably believe an immediate suspension is required. We will provide at least 30 days’ notice before suspending an online service for non-payment.
OUR RIGHT TO TERMINATE THE ONLINE SERVICE
If you do not fully address the reasons for the suspension within 60 days after we suspend your online service, we may terminate your subscription and reserve the right to delete your Customer Data without any retention period.
Online Service Expiration or Termination
Upon expiration or termination of your online service subscription, you may contact Reefin and tell us whether to:
disable your account and then delete the customer data; or
retain your customer data stored in the online service in a limited function account for at least 30 days after expiration or termination of your subscription (the “retention period”) so that you may extract the data. You also have the option of requesting, from us, a backup of the data available to us for an additional fee. If you want to access the application in a non-limited function account to extract the data, you will need to pay additional fees.
If you indicate (1), you will not be able to extract the customer data from your account. If you do not indicate (1) or (2), we will retain the customer data in accordance with (2).
Following the expiration of the retention period, we will disable your account and delete your customer data. Cached or back-up copies will be purged within 30 days of the end of the retention period. The online service may not support retention or extraction of software provided by you to run in the online service.
NO LIABILITY FOR DELETION OF CUSTOMER DATA
You agree that, other than as described in these terms, we have no obligation to continue to hold, export or return the customer data. You agree that we have no liability whatsoever for deletion of the customer data pursuant to these terms.
Availability of Online Service
Availability of the online service, some of its functionality, and language versions varies by country. End users may only use the online service or certain functionality of the online service, as is made available in the primary location of the end user.
Responsibility for Your Accounts
You are responsible for all activities with your online service accounts including, if applicable, that of users you provision and dealings with third parties that take place through your accounts or associated accounts. You are also responsible for maintaining the confidentiality of any non-public authentication credentials (e.g., passwords) associated with your online services accounts. You must tell us right away about any possible misuse of your accounts or authentication credentials, or any security incident related to the online service.
Use of Software with the Online Service
You may need to install certain Reefin software in order to sign into and use the online service. If so, the following terms apply:
REEFIN SOFTWARE LICENSE TERMS
You may install and use the software on your devices only for use with the online service. In some cases, the number of copies of the software you will be permitted to use or the number of devices on which you will be permitted to use the software will be limited as described in the service specific license terms for the online service. Your right to use the software ends when your right to use the online service terminates or expires, or when we update the online service and it no longer supports the software, whichever comes first. You must uninstall the software when your right to use it ends. We may also disable it at that time.
AUTOMATIC UPDATES FOR REEFIN SOFTWARE
From time to time, we may check your version of the software and recommend or download updates to your devices. You may not receive notice when we download the update.
Pre-release code is subject to any specific terms that accompany it.
Updates and Supplements
We may update or supplement the software you license. If so, you may use that update or supplement with the software, subject to any additional terms that accompany the update or supplement.
Use of Other Web Sites, Applications and Services
Third Party Content and Services
We are not responsible for any third party content you access directly or indirectly via the online service. You are responsible for your dealings with any third party (including advertisers) related to the online service (including the delivery of and payment for goods and services).
Third Party Software
The software may contain third party proprietary programs that are licensed under separate terms that are presented to you. The software may also contain third party open source programs that Reefin, not the third party, licenses to you under Reefin’s license terms. Notices, if any, for the third party open source programs are included for your information only.
No High Risk Use
The online service is not fault-tolerant and is not guaranteed to be error-free or to operate uninterrupted. Neither you nor your end users have the right to use the online service in any application or situation where the online service’s failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). Examples of High Risk Use include, but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not include utilization of the online service for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function. You agree to indemnify and hold harmless Reefin from any third-party claim arising out of the use of the online service in connection with any High Risk Use.
You will defend us against any claim that arises from (1) any aspect of the current or former employment relationship between you and any of your current or former personnel or contractors or under any collective agreements, including, without limitation, claims for wrongful termination, breach of express or implied employment contracts, or payment of benefits or wages, unfair dismissal costs, or redundancy costs, or (2) any obligations or liabilities whatsoever arising under the Acquired Rights Directive (Council Directive 2001/23/EC, formerly Council Directive 77/187/EC as amended by Council Directive 98/50/EC) or any national laws or regulations implementing the same, or similar laws or regulations, (including the Transfer of Undertakings (Protection of Employment) Regulations 2006 in the United Kingdom) including a claim from your current or former personnel or contractors (including a claim in connection with the termination of their employment by us following any transfer of their employment to us pursuant to such laws or regulations).
You must pay the amount of any resulting adverse final judgment (or settlement to which you consent). This section provides our exclusive remedy for these claims. We must notify you promptly in writing of a claim subject to this section. We must (1) give you sole control over the defense or settlement of such claim; and (2) provide reasonable assistance in defending the claim. You will reimburse us for reasonable out of pocket expenses that we incur in providing assistance.
Your Customer Data
You may be able to submit customer data for use in connection with the online service. When you submit customer data for use with any online service that enables communication or collaboration with third parties, you acknowledge that those third parties may then be able to:
Use, copy, distribute, display, publish, and modify the customer data;
• Publish your name in connection with the customer data; and
• Facilitate others’ ability to do the same.
Some online services may offer functionality that restricts third parties’ ability to do so. It is your responsibility to make use of that functionality as appropriate for your intended use of the customer data.
You agree to secure rights in your customer data necessary for us to provide you the online service without violating the rights of any third party, or otherwise obligating Reefin to you or any third party. Reefin does not and will not accept any obligations set forth in any separate license or other agreement that may apply to your customer data or use of the online service.
Reefin may make Non-Reefin Products available to you. The use of this Non-Reefin Product will be governed by separate terms between you and the third party providing that Non-Reefin Product. For your convenience, Reefin may include charges for the Non-Reefin Product as part of your bill for Reefin’s Online Services. Reefin, however, assumes no responsibility or liability whatsoever for the Non-Reefin Product.
You are solely responsible for any Non-Reefin Product that you install or use with the online service. We are not a party to and are not bound by any terms governing your use of any Non-Reefin Product.
If you install or use any Non-Reefin Product with the online service, then you, not Reefin, direct and control the installation and use of it in the online services through your use of application programming interfaces and other technical means that are part of the online service. We will not run or make any copies of such Non-Reefin Product outside of our relationship with you.
If you install or use any Non-Reefin Product with the online service, you may not do so in any way that would subject our intellectual property or technology to obligations beyond those included in your Reefin Online Subscription Agreement.
Ownership of Customer Data
As between the parties, you retain all right, title and interest in and to customer data. We acquire no rights in customer data, other than the rights you grant to us for the applicable online service. This does not apply to software or services we license you.
If you are an educational institution, you shall be responsible for any parental consent for any end users’ use of the online service as may be required by applicable law.
Our Use of Customer Data; Third Party Requests
Customer data will be used only to provide you the online service. This may include troubleshooting aimed at preventing, detecting and repairing problems affecting the operation of the online service and the improvement of features that involve the detection of, and protection against, emerging and evolving threats to the user (such as malware or spam). We will not use your Customer Data or derive information from it for any advertising or other commercial purposes.
We will not disclose customer data to a third party (including law enforcement, other government entity, or civil litigant; excluding our subcontractors) except as you direct or unless required by law. Should a third party contact us with a demand for customer data, we will attempt to redirect the third party to request it directly from you. As part of that, we may provide your basic contact information to the third party. If compelled to disclose customer data to a third party, we will use commercially reasonable efforts to notify you in advance of a disclosure unless legally prohibited. You are responsible for responding to requests by a third party regarding your use of the online service, such as a request to take down content under the Digital Millennium Copyright Act.
Security of Customer Data
We will implement reasonable and appropriate technical and organizational measures, as described in the security overview applicable to the online service to help secure your customer data processed or accessed by the online service against accidental or unlawful loss, access, or disclosure. You agree that these measures are:
our only responsibility with respect to the security and handling of customer data; and
• in place of any confidentiality obligation contained in your Reefin Online Subscription Agreement or any other non-disclosure or confidentiality agreement.
Acceptable Use Policy
Neither you nor those that access the online service through you may use the online service:
in a way prohibited by law, regulation, governmental order or decree;
• to violate the rights of others;
• to use the online service to try to gain unauthorized access to or disrupt any service, data, account or network by any means;
• to falsify any protocol or email header information (e.g., “spoofing”);
• to spam or distribute malware;
• in a way that could harm the online service or impair anyone else’s use of it; or for any high risk use (where failure or fault of the online service could lead to death or serious bodily injury of any person, or to severe physical or environmental damage).
We may modify or terminate the online service in any country where there is any current or future government requirement or obligation that subjects Reefin to any regulation or requirement not generally applicable to businesses operating there, presents a hardship for Reefin to continue operating the online service without modification, and/or causes Reefin to believe these terms or the online service may be in conflict with any such requirement or obligation. For example, we may modify or terminate the online service in connection with a government requirement that causes Reefin to be regulated as a telecommunications provider.
We may provide you with information about the online service in electronic form. It may be via email to the address you provide when you sign up for the online service, or through a web site that we identify. Notice via email is given as of the transmission date. As long as you use the online service, you have the software and hardware needed to receive these notices. You may not use the online service if you do not agree to receive these electronic notices.
Despite terms to the contrary in your Reefin Online Subscription Agreement, if any, the limited warranty does not apply to downtime or other interruption in access to an online service or any other performance metrics that are addressed in the Service Level Agreement for the online service.
Compliance with Laws and Regulations
Reefin will comply with all laws and regulations applicable to its provision of the online services including applicable security breach notification law, but not including any laws or regulations applicable to you or your industry that are not generally applicable to information technology services providers.
You will comply with all laws and regulations applicable to your Customer Data and use of the online services, including any laws and regulations applicable to you or your industry.
You must comply with any technical limitations in the products that only allow you to use them in certain ways. You may not work around them.
Rights to access the software on any device do not give you any right to implement Reefin patents or other Reefin intellectual property in software or devices that access that device.
Any person that has valid access to your computer or internal network may copy and use the documentation for your internal reference purposes. Documentation does not include electronic books.
Most, but not all, licenses may be reassigned from one device or user to another. The general rules governing license reassignment are described below, along with some special rules for certain products and license types.
LIMITATIONS ON LICENSE REASSIGNMENT
Except as permitted below, you may not reassign licenses on a short-term basis (within 90 days of the last assignment).
CONDITION ON LICENSE REASSIGNMENT
When you reassign a license from one device or user to another, you must remove the software or block access from the former device or from the former user’s device.
SPECIAL CONSIDERATIONS FOR CERTAIN PRODUCTS AND LICENSE TYPES
User/Device Subscription Licenses (SLs). You may reassign a user or device SL on a short-term basis, to cover a user’s absence or the unavailability of a device that is out of service. Reassignment of these licenses for any other purpose or timeframe must be permanent.
Some products and online services are protected by technological measures and require activation and a volume licensing key to install or access them. Activation associates the use of the software with a specific device. You are responsible for both the use of product keys assigned to you and activation of products using your Key Management Service (KMS) machines. Volume licensing product keys are confidential and subject to the confidentiality provision in your license agreement with Reefin. You may not disclose product keys to third parties at any time, even after your license agreement with Reefin terminates or expires and notwithstanding any time limitation to the contrary.
KMS AND MULTIPLE ACTIVATION KEY (MAK) ACTIVATION
During Multiple Activation Key (MAK) activation, the software will send information about the software and the device to Reefin. During Key Management Service (KMS) host activation, the software will send information about the KMS host software and the host device to Reefin. KMS client devices activated using KMS do not send information to Reefin. However, they require periodic reactivation with your KMS host. The information sent to Reefin during MAK or KMS host activation includes:
the version, language and product key of the software
• the Internet protocol address of the device
• information derived from the hardware configuration of the device.
By using the software, you consent to the transmission of this information. Before you activate, you have the right to use the version of the software installed during the installation process. Your right to use the software after the time specified in the installation process is limited unless it is activated. This is to prevent its unlicensed use. You are not licensed to continue using the software after that time if you do not activate it. If the device is connected to the Internet, the software may automatically connect to Reefin for activation. You can also activate the software manually by Internet or telephone. If you do so, Internet and telephone service charges may apply. Some changes to your computer components or the software may require you to reactivate the software. The software will remind you to activate it until you do.
PROPER USE OF KMS
You may not provide unsecured access to your KMS machines over an uncontrolled network such as the Internet.
UNAUTHORIZED USE OF MAK OR KMS KEYS
Reefin may take any of these actions related to unauthorized use or disclosure of MAK or KMS keys: prevent further activations, deactivate, or otherwise block the product key from activation or validation. Key deactivation may require the customer to acquire a new product key from Reefin.
Additional Functionality/Optional Service
We may provide additional functionality for or an optional add-on service to the products. Other license terms or use rights, and fees may apply.
While you use an online service provided by Reefin, you may use the fonts installed by that online service to display and print content. You may only embed fonts in content as permitted by the embedding restrictions in the fonts; and temporarily download them to a printer or other output device to print content.
You must obtain Reefin’s prior written approval to disclose to a third party the results of any benchmark test of the software.
Hardware or software you use to pool connections, reroute information, reduce the number of devices or users that directly access or use the product, or reduce the number of operating system environments (or OSEs), devices or users the product directly manages, (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses of any type that you need.
System Center Packs
The license terms for the applicable System Center products apply to your use of Management Packs, Configuration Packs, Process Packs and Integration Packs included with the software.
Software Plus Services
Reefin may provide services through software features that connect with Reefin or service provider computer systems over the Internet. It may change or cancel the services at any time. You may not use the services in any way that could harm them or impair anyone else’s use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.
Third Party Scripts and Code
An online service may link to or reference third party scripts or code. Those third party scripts or code are licensed to you by the third parties that own the code, not by Reefin.
Reefin (dba Gorilla Expense) Online Subscription Service Level Agreement (SLA)
Reefin (dba Gorilla Expense) provides this SLA subject to the terms and conditions below, which will be fixed for the duration of the initial term of the Service subscription. If a Service subscription is renewed, the version of this SLA that is current at the time the renewal term commences will apply throughout the renewal term.
Monthly Service Level
The Service Level is 99%.
The Monthly Uptime Percentage is calculated for a given calendar month using the following formula:
Monthly Uptime Percentage = (Total number of minutes in a given calendar month minus Total number of minutes of Downtime in a given calendar month) divided by Total number of minutes in a given calendar month
Should the Service Level fall below 99% for a given month, Reefin will provide a Service Credit as noted below:
For monthly uptime percentage of < 99%, the service credit will be 1%
For monthly uptime percentage of < 98%, the service credit will be 2%
For monthly uptime percentage of < 97%, the service credit will be 3%
Service Credit will be issued against the applicable month’s Subscription Fee paid by Customer for the Service. For Subscription services, where the term is longer than 1 month, (6 months, 1 year, 2 year terms and others) the Subscription Fee will be pro-rated to a monthly basis and the credit will be issued to this pro-rated monthly fee. The customer must keep the Subscription in active status within the term to qualify for a Service Credit.
A Service Credit is Customer’s sole and exclusive remedy for any violation of this SLA.
A Service Credit awarded in any calendar month shall not, under any circumstance, exceed Customer’s monthly Subscription Fee (or the pro-rated monthly Subscription Fee, if the Service term is greater than 1 month).
In order to make a Claim, Customers must be in compliance with policies for acceptable use of the Service as listed above.
Customer must submit a claim with Reefin (dba Gorilla Expense). Contact information is –
Gorilla Expense, 3870 Peachtree Ind. Blvd, S-340 #167, Duluth, GA 30096, USA
Customer must provide all reasonable details regarding the Claim, including but not limited to, detailed description of the Incident, the duration of the Incident, the number of affected users and the locations of such users and any attempts made by Customer to resolve the Incident.
Customer must provide sufficient evidence to support the Claim, by the end of the month following the month in which the Incident which is the subject of the Claim occurs (for example, Incident occurs on January 15th, Customer provides Notice on January 20th, Customer must provide sufficient evidence to support the Claim by February 28th).
Reefin will use all information reasonably available to it to validate Claims and make a good faith judgment on whether the SLA and Service Levels apply to the Claim.
Reefin will use commercially reasonable efforts to process Claims within 45 days.
Downtime does not include:
The period of time when the Service is not available as a result of Scheduled Downtime; or
The following performance or availability issues that may affect the Service:
Due to factors outside Reefin’s reasonable control;
Related to add-on features for the Service;
iii. That resulted from Customer’s or third party hardware, software or services;
That resulted from actions or inactions of Customer or third parties;
That resulted from actions or inactions by Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to Reefin’s network by means of Customer’s passwords or equipment.
That were caused by Customer’s use of the Service after Reefin advised Customer to modify its use of the Service, if Customer did not modify its use as advised;
vii. Intermittent periods of Downtime that are fifteen minutes or less in duration; or
viii. Through Customer’s use of beta, trial offers, early access programs and/or demos (as determined by Reefin).
“Agreement” means the Reefin (dba Gorilla Expense) Online Subscription Agreement listed above that governs the Service.
“Claim” means a claim submitted by Customer to Reefin that a Service Level under this SLA has not been met and that a Service Credit may be due to Customer.
“Customer” means the person or organization that contracted for Services under the Agreement.
“Downtime” means a period of time when Customers are unable to read or write any Service data for which they have appropriate permission.
“Exclusions” means the performance or availability issues that are noted in Section D.
“Incident” means a set of circumstances resulting in an inability to meet a Service Level.
“Monthly Uptime Percentage” is calculated on a calendar month basis (according to the formula set forth in Section A) using data collected about the Service’s availability for a given calendar month.
“Notice” means that within five business days following an Incident, Customer must notify Customer Support of the Incident.
“Reefin” means Reefin, LLC (or if applicable, its affiliate).
“Service” or “Services” means the Gorilla Expense Online Solution service provided to Customer pursuant to the Agreement.
“Scheduled Downtime” means published maintenance windows or times where Reefin notifies Customer of periods of Downtime for scheduled network, hardware, Service maintenance or Service upgrades at least 24-hours prior to the commencement of such Downtime.
“Service Credit” means the amount credited to Customer by Reefin for a validated Claim.
“Service Level” means the percentage of Service availability for a given month that Reefin agrees to provide Customer, which is measured by the Monthly Uptime Percentage.
“Subscription Fee” means the amount that Customer pays Reefin for their subscription to the Service.
Reefin (dba Gorilla Expense) Online Subscription Support Agreement
This Support Agreement applies to and is incorporated by reference into the ordering document (“first Order/SOW/Invoice/Access/Exhibit A”) made by and between the entity that accepts this agreement (“you”) or (“Customer”) and Reefin LLC, dba Gorilla Expense (Gorilla Expense is a product owned by Reefin, LLC) (hereinafter “Reefin”) (“us”, “we”). This agreement is effective on the date we provide you with a confirmation for your first Order/SOW/Invoice/Access/Exhibit A and access information to the application. By using or accessing the services, or by agreeing to these terms where the option is made available to you in the user interface, you agree to abide by this agreement without modification by you. If you do not agree, you may not use the services. Reefin may modify the terms and conditions of this Support Agreement from time to time by posting such amended Support Agreement. Reefin and Customer hereby agree as follows:
Language: The services are provided in English.
“Premium Support” means the Premium Support level of Support as set out in Section 3.
“Response Time” means the time period in which the assigned support resource shall provide Customer with an initial technical response as a result of an issue reported by Customer.
“Service Level” means the level of Support (Standard Support or Premium Support) that has been selected by the Customer on the first Order/SOW/Invoice/Access/Exhibit A.
“Standard Support” means the support level as set out in Section 2.
“Support” means the support services to be provided by Reefin to Customer in accordance with this Support Agreement.
“Term” means the duration set forth in the first Order/SOW/Invoice/Access/Exhibit A.
2) STANDARD SUPPORT
Standard Support includes the program features that Reefin makes generally available to its Standard Support SaaS customer base during the applicable Term as follows:
2.1) “Standard Support” Defined. Standard Support is included in the Customer’s subscription pricing. In Standard Support, support is provided via email to the Customer’s administrators and super-users for the sole purpose of addressing technical issues relating to the use of the Application. For this, Customer must email firstname.lastname@example.org and describe the issue. Customer may incur fees for Support provided by Reefin to Customer beyond the scope of Standard Support.
2.2) Standard Support also includes a support portal that the Customer’s administrator can access at any time. The portal includes videos, FAQs, Admin guide, User guide, other reference documents and a ticketing system.
Reefin’s response time is within 2 business days. Follow up responses and the actual resolution time for the issue may vary depending on the nature of the issue. Reefin’s support hours are 9am to 6pm U.S. Eastern Time, Monday through Friday, excluding local holidays. No training related services are included in Standard Support.
3) PREMIUM SUPPORT
Premium Support includes the features that Reefin makes generally available to its Premium Support SaaS customer base during the applicable Term.
3.1) Electing Premium Support. Customer may upgrade to the Premium Support at any time provided that Customer pays additional associated fees as indicated on the applicable first Order/SOW/Invoice/Access/Exhibit A . Such fees may be prorated if the upgrade is made any time during the then-current Term. However, Customer may only downgrade from Premium Support to Standard Support at the time of renewal. To downgrade from the Premium Support to Standard Support, Customer must provide written notice to Reefin at least sixty (60) days prior to the expiration of the then-current Term.
3.2) Premium Support. The Premium Support features include all the Standard Support features described above. In addition to Standard Support, in Premium Support, support may be provided via phone to the Customer’s administrators and super-users for the sole purpose of addressing technical issues relating to the use of the Application. Reefin’s phone support hours are 9am to 6pm U.S. Eastern Time, Monday through Friday, excluding local holidays. No training related services are included in Premium Support.
4) ADDITIONAL SERVICES.
Scope. For an additional fee, Customer may elect to receive certain additional services. Fees related to such services will be described in a statement of work signed by both parties and will be provided by Reefin.
4.1) On-Site Services. For an additional fee, Customer may elect to receive on-site support.
4.2) Training. For an additional fee, Customer may elect to receive training with respect to the Application.
4.3) Consulting. For an additional fee, Customer may elect to receive consulting services related to problems caused by issues other than the Application.
4.4) Out of Pocket Expenses. Customer shall pay all reasonable out-of-pocket expenses incurred by Reefin, including costs for meals, lodging, and travel related to additional support services.
Terms of Service (Updated January 18th 2019)
Reefin, LLC (dba Gorilla Expense) On-Premise End User License Agreement (EULA)
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE. BY INSTALLING AND USING THE SOFTWARE, YOU AGREE ON BEHALF OF THE ENTITY LICENSING THE SOFTWARE AND WHO IS BECOMING A PARTY TO THIS LICENSE AGREEMENT (“YOU” OR THE “COMPANY”) TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT YOU HAVE THE NECESSARY AUTHORITY TO BIND THE COMPANY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.
This is an agreement entered into by and between you and Reefin, LLC (dba Gorilla Expense) and its subsidiaries (“GE”). This Agreement states the terms and conditions upon which GE offers to license the Gorilla Expense Solution software provided in this package together with all related documentation and accompanying items including, but not limited to, the executable programs, drivers, libraries and data files associated with such programs (collectively, the “Software”). GE may update these license terms from time to time. We will endeavor to notify you of updates at least 30 days before they are generally effective.
Accessible Code means source code contained within the Software that is accessible under this Agreement.
Affiliate means a company which is controlled, under common control or controlling the Company during the period of such control. For the purposes of this Agreement, “control” shall mean ownership, directly or indirectly, of more than 50% of the shares in the Company (or other voting securities) which vote for the election of the board of directors or other managing body of the Company.
Customer Service Systems means any system provided by GE or its service providers to provide Company with product support, access to the Software, or user licenses, though not limited to these services.
Distribution Archive means a software installer package or any other distribution medium commonly utilized to package and distribute software.
End User means an employee, contractor or agent of the Company and its Affiliates authorized by the Company to use the Software as per the terms of this Agreement.
OEM Distribution means distribution of the Software as either a bundled add-on to, or embedded component of, another application with such application being made available to its users as, but not limited to, an on-premise application, a hosted application, a Software-as-a-Service offering or a subscription service for which the distributor of the application receives a license fee or any form of direct or indirect compensation.
Protected Code means source code contained within the Software that is protected against access by GE and is not accessible under this Agreement.
Grant of Rights
For the term of this Agreement and subject to the Company’s payment of the license fees as defined below GE grants the Company a non-exclusive, non-transferable, non-sublicensable right to use and modify the Software only for the Company’s own internal use and limited to the number of End Users for which the Company has paid the applicable license fee.
Company’s Responsibility for End Users
The Company shall be responsible for any act or omission of all End Users and for their compliance with all of the terms of this Agreement. Any action or breach by any of the Company’s employees, contractors, agents or Affiliates shall be deemed an action or breach by the Company of this Agreement and the Company hereby indemnifies and holds GE harmless from any and all such breaches of this Agreement. The Company waives all of those defenses that the Company may have in law or otherwise which may be raised to avoid liability should the Company not be liable for its employees, contractors’, agents’ or Affiliates’ acts, omissions and non-compliance with the terms of this Agreement.
Delivery and Acceptance of the Software
The Software shall be deemed accepted once the Company, with assistance from GE has successfully downloaded and installed the application.
The Company shall not, directly or indirectly: (i) remove or alter any copyright, trademark or proprietary notice in the Software; (ii) transfer, use or export the Software in violation of any laws or regulations of any government or governmental agency; (iii) reverse engineer, decompile or modify any protected code which forms part of the Software; (iv) distribute the Software via OEM Distribution without entering into a separate OEM Distribution Agreement with GE; (v) redistribute the Accessible or Protected Code; (vi) use and or modify the Software to develop a competitive product; and (vii) commit any act or omission the likely result of which is that GE’s reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on GE’s interests. The Company may not delete, remove, hide, move or alter any icon, image or text that represents the company name of Gorilla Expense, any derivation thereof, or any icon, image, or text that is likely to be confused with the same. All representations to the company name “Gorilla Expense” must remain as originally distributed regardless of the presence or absence of a trademark, copyright, or other intellectual property symbol or notice requirement.
The Software includes license protection mechanisms that are designed to manage and protect the intellectual property rights of GE. The Company must not modify or alter those features to try to defeat the Software use rules that the license protection mechanisms are designed to enforce.
Notwithstanding anything to the contrary in this Agreement, during the period of this Agreement the Company may continue to use the Software initially provided under this Agreement with the source code and license key and use differing databases, web servers or operating systems than the database, web server or operating system initially selected by the Company on installation of the Software at no charge.
Proprietary Rights – GE and its licensors shall own all right, title, and interest to the Software, technology, information, code or software provided to Company, including all portions, copies or modifications thereof. Except as expressly provided herein, no licenses of any kind are granted hereunder, whether by implication, estoppel, or otherwise.
Fees and Payment
End User Accounts: The Company shall designate an Administrator and notify GE of the identity and contact information for said Administrator. The Administrator may add End Users to the Company’s subscription for the Software by placing an order with GE. The Company is responsible for all activity occurring under the Company’s End User’s accounts. The Company shall notify GE immediately if End Users are added without placing an order with GE or of any unauthorized use of any password or account that provides Company access to the Software, or unauthorized copying or distribution of the Software or related proprietary material. End User accounts cannot be shared or used by more than one individual End User but may be reassigned to new End Users replacing former End Users.
The Company shall pay to GE an amount specified on the Order/SOW/Invoice/Access/Exhibit A for the number of End Users that Company selects. Payment of the license fee shall be due and payable as set forth in the terms and conditions on the contract/agreement document between Company and GE. All fees paid to GE are non-refundable. The Company is also responsible for paying all applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any federal, state, provincial or other government entity on the transactions contemplated by this Agreement.
Unless the company has purchased an Unlimited Use License, the Company shall maintain accurate records necessary to verify the number of End Users. Upon GE’s written request, the Company shall provide GE with such records within seven (7) days. If the Company has more End Users than the Company has paid for, the Company shall immediately pay GE an additional license fee in addition to any costs incurred by GE associated with reviewing such records.
All rights not expressly granted under this Agreement are reserved by GE, its suppliers, or third parties. GE reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. GE and/or its licensors own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. The Company may not remove the copyright notice from any copy of the Software or any copy of the written materials, if any, accompanying the Software. Unless as conveyed herein, all rights, title, and interest in and to the Software, Documentation, and corresponding intellectual property (including without limitation any images, photographs, animations, video, audio, music, and text incorporated into the Software, the accompanying printed materials, and any copies of the Software) shall remain in GE or its suppliers or are publicly available. This Agreement does not grant the Company any rights, title, or interest in or to any trademarks, service marks, or trade secrets of GE or its suppliers. The Software is protected by the copyright and intellectual property laws of the United States and international copyright and intellectual property laws and treaties. All title, rights, and interest in and to content, which may be accessed through the Software is the property of the respective Content owner, shall be retained by the applicable Content owner, and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement gives the Company no rights to such Content, including use of the same.
MERGER OR INTEGRATION
Should the Company merge any portion of the Software or accessible code into, or integrate any portion of the Software or accessible code with, any other program or code, any portion of the Software or accessible code merged into or integrated with another program, if any, will continue to be subject to the terms and conditions of this Agreement, and the Company must reproduce on the merged or integrated portion all copyright and other proprietary rights notices included in the originals of the Software or accessible code.
TRANSFER OF LICENSE
The Company may not transfer its license in terms of this Agreement to any external third parties.
LIMITATIONS ON USING, COPYING, AND MODIFYING THE SOFTWARE
Except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where the Company acquired the Software, it may not use, copy or modify the Software. Nor may the Company sub-license any of its rights under this Agreement.
DECOMPILING, DISASSEMBLING, OR REVERSE ENGINEERING
The Company acknowledges that the Software contains trade secrets and other proprietary information of GE and its licensors. Except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where the Company is located, it may not decompile, disassemble or otherwise reverse engineer the Software, or engage in any other activities to obtain underlying information that is not visible to the user in connection with the normal use of the Software.
In particular, the Company agrees not for any purpose to transmit the Software or display the Software’s object code on any computer screen or to make any hardcopy memory dumps of the Software’s object code. If the Company believes that it requires information related to the interoperability of the Software with other programs, it shall not decompile or disassemble the Software to obtain such information, and it agrees to request such information from GE at the address listed below. Upon receiving such a request, GE shall determine whether the Company requires such information for a legitimate purpose and, if so, GE will provide such information to the Company within a reasonable time and on reasonable conditions.
In any event, the Company will notify GE of any information derived from reverse engineering or such other activities, and the results thereof will constitute the confidential information of GE that may be used only in connection with the Software.
SOFTWARE MAINTENANCE & SUPPORT
The Company may purchase Annual Software Maintenance from GE. If purchased, the Company shall pay to GE the Software Maintenance fee specified on the Order/SOW/Invoice/Access/Exhibit A. The Annual Software Maintenance fee is due at the start of the year. All Software Maintenance fees paid to GE are non-refundable. Once Software Maintenance is purchased and payment has been received by GE, GE will provide to the Company, updates and/or enhancements of the Software made generally available to customers from time to time, and online technical support to one Company-designated technical contact for the sole purpose of addressing technical issues relating to the use of the Software (excluding any form of on-site visits by GE personnel or contractors).
GE will provide a link for Company to download updates and/or enhancements. GE will also provide documentation for Company to install the updates and/or enhancements. The Annual Software Maintenance fee does not include support hours for a GE technical resource to complete the installation of updates and/or enhancements for Company or provide any form of support services to Company. Company has the option of signing up for a GE Support Package, which is a pre-paid discounted bucket of support hours that is valid for one year or Company may choose to work with GE on a Time & Materials basis for support. GE will make commercially reasonable best efforts to remedy defective code and to release these fixes as updates. Standard online technical support for the sole purpose of addressing technical issues relating to the use of the Software is provided to Company via email. For this, Company must email email@example.com and describe the issue. For critical issues, as defined by GE and on an as-needed basis, GE will provide the option of phone support to Company. GE’s response time to initially respond to the issue is within 2 business days. Follow up responses and the actual resolution time for the issue may vary depending on the nature of the issue. GE’s support hours are 9am to 6pm U.S. Eastern Time, Monday through Friday.
The Annual Software Maintenance shall automatically renew every year, unless a notice is provided by the Company to discontinue renewal, 60 days in advance. If the Company decides to stop purchasing/renewing the Annual Software Maintenance, GE will not provide updates and/or enhancements of the Software and technical support. If the Company decides to not renew the Annual Software Maintenance for a year and later chooses to purchase Annual Software Maintenance for the next year, the Annual Software Maintenance Fee will be the sum of the Annual Software Maintenance Fees for the previous years when it wasn’t purchased and the current year. For example, if a customer purchases Annual Software Maintenance according to the following schedule –
Year 2009 – $2,000 – purchased Year 2010 – $2,000 – not purchased Year 2011 – $2,000 – not purchased Year 2012 – $2,000 – renewing Annual Software Maintenance
DISCLAIMER OF ANY WARRANTY
GE does not warrant that the functions contained in the Software will meet the Company’s requirements or that the operation of the Software will be correct, uninterrupted or error-free. GE provides evaluation copies of the Product so that customers can assess the Product.
THE SOFTWARE IS PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT.
The Company assumes responsibility for the support and fault-finding of any modifications made to the Software, or merger and integration undertaken with or between any other program or code.
The Company assumes full responsibility for the selection of the Software to achieve its intended results, and for the installation, use and results obtained from the Software. The Company also assumes the entire risk as it applies to the quality and performance of the Software. Should the Software prove defective, the Company (and not GE, or its distributors or dealers) assumes the entire cost of any and all necessary servicing, repair or correction.
Some countries/states do not allow the exclusion of implied warranties, so the above exclusion may not apply to the Company. GE disclaims all warranties of any kind if the Software was customized, repackaged or altered in any way by any third party other than GE.
During any term of this Agreement, if any portion of the Software is held by a court of competent jurisdiction to infringe any third party intellectual property rights and the Company incurs a liability or expense as a result of such holding, then the Company’s sole remedy shall be, and GE will, at its option: (i) obtain the right for the Company to continue to use the Software consistent with this Agreement; (ii) modify the Software so that it is non-infringing; or (iii) replace the infringing component with a non-infringing component, or (iv) refund all money paid in the then-current calendar quarter under this Agreement and all of the Company’s rights and licenses under this Agreement shall automatically terminate.
The Company grants GE the right to include the Company as a customer in promotional material for the Software or for GE.
The Company can deny GE this right by submitting a written request via e-mail to firstname.lastname@example.org requesting to be excluded from such promotional material. Confirmation of such denial (via reply e-mail) must be received prior to purchasing for this to be effective.
Should the Company come to be or already be included in promotional material, as a result of any prior purchases where the Company did not request exclusion from the promotional material, the Company can at any point, submit a written request via e-mail to email@example.com to have GE remove the Company’s name from the promotional material. Upon receipt of such request, GE will remove any reference to the Company from such promotional material within 30 days and make no further reference to the Company.
During any term of this Agreement, the Company grants to GE a non-transferable, non-exclusive, license to reproduce and display its logos, trademarks, trade names and similar identifying material so that GE may refer to the Company as a user of the Software should GE so desire, such as on the GE website, in press releases and in other marketing materials.
If the Company distributes the Software in violation of this Agreement, it hereby indemnifies, hold harmless and defends GE from and against any and all claims or lawsuits, including attorney’s fees and costs that arise, result from or are connected with the use or distribution of the Software in violation of this Agreement.
LIMITATION OF REMEDIES AND DAMAGES
In no event will GE or its licensors be liable for any indirect, incidental, special or consequential damages, or for any personal injury or bodily injury (including death) to any persons caused by GE’s negligence, or for any lost profits, lost savings, loss of use, lost revenues or lost data arising from or relating to the Software or this Agreement, even if GE or its licensors have been advised of the possibility of such damages. In no event will GE’s liability or damages to the Company or any other person ever exceed the amount paid by the Company to use the Software, regardless of the form of the claim.
Some countries/states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to the Company.
GE agrees that the data and information (including without limitation, computer software, computer database, computer software documentation, specifications, design drawings, reports, blueprints, and the like) generated by the Software from the Company’s proprietary data and information shall be and remain the Company’s sole property. GE reserves the right to compile, save, and use within the scope of GE’s activities and to analyze any and all of the Company’s data (registration data and use history). GE’s use of any such data shall be for internal purposes only, including without limitation for the purposes of responding to the Company’s requests for information, for contacting the Company, or providing maintenance and support. Any such use of the data will be treated as confidential information.
GOVERNMENT RESTRICTED RIGHTS
Programs delivered to the U.S. Defense Dept. are delivered with Restricted Rights and the following applies: “Restricted Rights Legend: Use, duplication or disclosure by Government is subject to restrictions as currently set forth in subparagraph (c)(1)(ii) of DFARS 252-227-7013, Rights in Technical Data and Computer Software (October 1988). Software manufacturer is Reefin, LLC (dba Gorilla Expense), 3870 Peachtree Ind. Blvd, Ste-340 # 167, Duluth, GA 30096. Programs delivered to a U.S. Government Agency not within the Defense, Dept. are delivered with “Restricted Rights” as defined in FAR 52.227-14, Rights in Data – General, including Alternate III (June 1987).
The Contractor/Manufacturer for the Software is: Reefin, LLC (dba Gorilla Expense) 3870 Peachtree Ind. Blvd, Ste-340 # 167, Duluth, GA 30096 Phone: +1 877 973 6737
This Agreement is binding on the Company as well as its employees, employers, contractors and agents, and on any successors and assignees. Neither the Software nor any information derived therefrom may be exported except in accordance with the laws of the State of Georgia, USA or other applicable provisions. This Agreement is governed by the laws of the State of Georgia, USA. This Agreement is the entire agreement between GE and the Company and the Company agrees that GE will not have any liability for any untrue statement or representation made by it, its agents or anyone else (whether innocently or negligently) upon which the Company relied upon entering this Agreement, unless such untrue statement or representation was made fraudulently. This Agreement supersedes any other understandings or agreements, including, but not limited to, advertising, with respect to the Software. If any provision of this Agreement is deemed invalid or unenforceable by any country or government agency having jurisdiction, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable, and the remaining provisions will remain in full force and effect. The original of this Agreement has been written in English, and that version will govern.