User Terms of Service

Dated: January 14, 2017

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU.

Introduction

The RelaNet User Terms of Service (the “User Terms”) is a legal agreement between you, either an individual or a legal entity (“You” or “you” or “Your” or “your”), and RelaNet, LLC (“RelaNet” or “we” or “our”) for your use of the RelaNet website (found at https://relanet.com) and referred to as the “site”, apps, and related products and services (collectively, “Services”). These User Terms govern your use of the Services. By using the Services and/or logging into the site you agree to be bound by and accept these terms and conditions. If you do not agree to these terms and conditions, you should not login to the site or access or use any Services from this site.

These User Terms and conditions are subject to change by RelaNet without prior written notice at any time, in our sole discretion. Please review the most current version of these User Terms from time to time, located at https://relanet.com/userterms (or such successor URL as RelaNet may provide) so that you will be apprised of any changes. These User Terms are an integral part of all RelaNet Services. You should also carefully review our Customer Terms of Service and Privacy Policy before using the site or any Services.

The RelaNet Service

Access

You are an authorized user on a RelaNet account controlled by a Customer (most likely your accountant). While your account is active and Customer maintains an account with us, RelaNet will provide you access to use the Services. Customer has separately agreed to our Customer Terms of Service that permitted Customer to invite you to join. (Each invitee granted access to the Services, including you, is an “Authorized User”). When an Authorized User (including, you) submits content, data, or information to the Services (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Customer Terms provides Customer with many choices and control over that Customer Data.

Our Relationship

AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; AND (C) RESPOND TO AND RESOLVE ANY DISPUTE WITH AN AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS.

Your Information

Accounts, Passwords, and Security

You must be a registered user to access the site and the Services. Individual users must register using their name and entity users must register under the legal name of their entity. You are responsible for keeping your password private and secure, and are prohibited from sharing your login and password with others. You will be solely responsible and liable for any activity that occurs under your user name.

You Are Responsible for Your Data

You are solely responsible for your conduct and your data and content uploaded or otherwise placed into RelaNet. We are not responsible for the legality and appropriateness of information in RelaNet, which you may be able to access or view through your use. You agree to indemnify, defend, and hold harmless RelaNet and its suppliers from any and all loss, cost, liability, and expense arising from or related to your data, your use of the site or Services, or your violation of these User Terms.

You bear sole responsibility for adequate security, protection and backup of your data when it is in you or your representatives’ or agents’ possession or control or when you choose to use unencrypted means to connect to the site or Services. We are not responsible for what you, your representatives, agents, or users do with your data. That is your responsibility.

Your Ownership

You own and retain all rights to your data. These User Terms do not grant RelaNet any ownership rights to your data. You grant permission to RelaNet and its licensors to use your data only as necessary to improve upon and provide the Services and as permitted by these User Terms, the Customer Terms, and the Privacy Policy. If you are using the site or Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

User Content

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or RelaNet or a third party. You must not submit any user content to the site that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint. RelaNet reserves the right to edit or remove any material submitted to this site, or stored on RelaNet’s servers, or hosted or published upon this site. When using RelaNet, you must respect the intellectual property rights of others. We will respond to any notice of alleged copyright infringement if they comply with the law and are properly reported to us. We reserve the right to delete or disable content alleged to infringe.

Limitations on Use

You must not use the Services or site in any way that causes, or may cause, damage to the Services, the site or impairs the availability or accessibility of the site; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. The Services are made available to you only for your business use, which use must be in compliance with all applicable RelaNet policies, laws, rules and regulations and must not infringe or violate third party rights.

When using RelaNet, you must not, and must not attempt to, use the services to do any of the following things:

  1. copy or upload files or information unless you have a legal right to the files or information;
  2. probe, scan, or test the vulnerability of any system, or attempt to circumvent any security or authentication measures;
  3. access, tamper with, or use non-public areas of RelaNet or attempt to access or search RelaNet through nonpublic interfaces;
  4. attempt to disrupt any user or network by sending a virus, malware, overloading, flooding, spamming, or mail-bombing;
  5. conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this site;
  6. send communications in violation of the CAN-SPAM act, or any other law or regulation concerning email or any other form of communications;
  7. send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
    publish anything that is fraudulent, misleading, or infringes another’s rights or misrepresent yourself or affiliation with an entity;
  8. publish or share materials that are offensive, defamatory, or unlawful;
  9. except for as permitted by your subscription tier, republish material from this site (including republication on another website);
  10. sell, rent or sub-license material from the site;
  11. show any confidential data from the site in public;
  12. reproduce, duplicate, copy or otherwise exploit material on this site for a commercial purpose.

Any unauthorized use of the Services, the site, or any other RelaNet website, products, or services is a violation of these User Terms and may also violate certain federal and state laws. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties. RelaNet may immediately remove any content or data, or suspend or cancel accounts if it becomes aware of any misuse or illegal actions associated with an account or user, without prior notice to you.

Intellectual Property

RelaNet Ownership

The Services and all other products and services you receive from RelaNet.com are protected by intellectual property laws, they belong to and are the property of RelaNet or its licensors (if any), and RelaNet retains all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the RelaNet content, the Service, or any other RelaNet products or services in whole or in part, by any means, except as expressly authorized in writing by RelaNet. Our trademarks include, but aren’t limited to, those listed at https://relanet.com/trademarks (which we may update at any time without notice to you) and you may not use any of these without our prior written permission. You acknowledge that RelaNet or third parties own all right, title, and interest in and to the computer source code related to the Services and site, portions thereof, or software or content provided through or in conjunction with the Services or RelaNet.com, including without limitation all intellectual property rights. All rights in and to the Services and all content, products, and services at RelaNet.com are reserved, and no implied licenses are granted by RelaNet.

Trade Secrets

The site and Services and their structure, organization, source code, and documentation contain valuable trade secrets of RelaNet, and accordingly you agree not to (and agree not to allow third parties to) (1) sublicense, transfer, or distribute any aspect of the Services or any derivative thereof to any third party, (2) modify, adapt, translate, or prepare derivative works from the Services, (3) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the site or Services, (4) extract portions of the software’s files for use in other applications, or (5) remove, obscure, or alter RelaNet’s or any third party’s trademarks or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the site and Services.

Improvements

If you have comments on the Services or ideas on how to improve them, please email support@relanet.com. Please note that by doing so, you also grant RelaNet a perpetual, fully paid, royalty-free, irrevocable, transferable license, with right of sublicense, to use and incorporate your ideas or comments into the Services (or third party software, content, or services), and to otherwise exploit your ideas and comments, in each case without further compensation.

Account Termination

Canceling Your Account

You may cancel your RelaNet account at any time, and cancellation will be effective immediately.

Suspension for Present Harm

If your use of the Services or site: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for RelaNet or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may suspend all or any access to RelaNet and the Service. We will try to limit the suspension to the affected portion of the Services and promptly resolve the issues causing the suspension of the Services.

Termination or Expiration for Violation of these User Terms

If your use of the Services or site violates any of these User Terms, RelaNet may immediately suspend and/or terminate your account. Furthermore, RelaNet may immediately remove any content or data, or suspend or cancel accounts if it becomes aware of any misuse or illegal actions associated with an account or user, without prior notice to you.

Customer Data

If this Agreement terminates, other than for your failure to comply, RelaNet will use commercially reasonable efforts to make your data available to the Customer that invited you to RelaNet in response to Customer request only for a period of fifteen (15) calendar days. RelaNet has no obligation to provide you with a copy of your data and may remove and discard any data.

Disclaimer of Warranties and Limitation of Liability

Disclaimer of Warranties

RELANET MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. ALL PRODUCTS AND SERVICES AVAILABLE ON THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THE PRODUCTS AND SERVICES AVAILABLE ON THIS SITE WILL MEET YOUR REQUIREMENTS; THE SITE WILL BE CONSTANTLY AVAILABLE, OR AVAILABLE AT ALL; THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE; OR THE QUALITY OF ANY PRODUCTS OR SERVICES WILL MEET YOUR EXPECTATIONS. NOTHING IN THIS DISCLAIMER WILL EXCLUDE OR LIMIT ANY WARRANTY IMPLIED BY LAW THAT IT WOULD BE UNLAWFUL TO EXCLUDE OR LIMIT.

Limitation of Liability and Damages

YOU AGREE WE HAVE NO LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS AND SERVICES THAT ARE NOT AVAILABLE FOR USE OR FOR LOST OR CORRUPTED OR DISCLOSED DATA OR SOFTWARE. IN NO EVENT SHALL RELANET OR ITS PARENT, SUBSIDIARIES, AFFILIATED COMPANIES, AGENTS, SUBCONTRACTORS, MEMBERS, MANAGERS, EMPLOYEES, OR OFFICERS (COLLECTIVELY, OUR “AFFILIATES”) HAVE ANY OBLIGATIONS OR LIABILITIES TO YOU OR ANY OTHER PERSON OR ENTITY FOR LOSS OF PROFITS, DATA DISCLOSURE, LOSS OF PRIVACY, LOSS OF ANTICIPATED SAVINGS, LOSS OF CONTRACTS OR BUSINESS RELATIONSHIPS, LOSS OF REPUTATION OR GOODWILL, LOSS OR CORRUPTION OF INFORMATION OR DATA, FOR LOSS OF BUSINESS OR USE, OR FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF WE OR OUR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF, FOR ANY REASON INCLUDING, BUT NOT LIMITED TO ARISING OUT OF YOUR RELANET ACCOUNT OR IN CONNECTION WITH THE SALE, DELIVERY, USE, REPAIR OR PERFORMANCE OF THE SITE OR ANY RELANET SERVICES OR PRODUCTS. NO EMPLOYEE OR REPRESENTATIVE OF RELANET IS AUTHORIZED TO MODIFY THIS LIMITATION.

RELANET AND THE AFFILIATES’ SOLE AND ENTIRE MAXIMUM LIABILITY (AND THE LIABILITY OF ANY OF THE PROVIDERS OF PRODUCTS AND SERVICES AVAILABLE ON OUR SITE), FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO $10.

Third Party Products

WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

No Liability for Data Disclosure

Without limiting any of the foregoing, you are responsible for all login credentials, including usernames and passwords, for your account along with the accounts of your employees, agents, and authorized users. RELANET WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU OR ANYONE ELSE AS THE RESULT OF ANY DATA DISCLOSURE FROM THE SERVICES OR SITE.

Condition of Service

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICE TO YOU. If any provision of this disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this disclaimer. By using this site, you agree that the exclusions and limitations of liability set out in these User Terms are reasonable. If you do not think they are reasonable, you must not use any Services or this site.

You further accept that, as a limited liability company, RelaNet has an interest in limiting the personal liability of its members, managers, officers and employees. You agree that you will not bring any claim personally against RelaNet’s members, managers, officers or employees in respect of any losses you suffer in connection with the site or Services. Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect RelaNet’s members, managers, officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as RelaNet, LLC.

Indemnification

You will indemnify, defend and hold RelaNet harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, members, managers, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of:

  1. any breach by you of any provisions of these User Terms;
  2. your unauthorized or illegal use of the site or Services;
  3. your use of the site or Services or any products or services you receive from RelaNet or RelaNet.com;
  4. your use of third-party products;
  5. your violation of the rights of any third party;
  6. the unauthorized use of the Service or RelaNet.com by any other person using your user information;
  7. your infringement of any patent, trademark, copyright, trade secret or other intellectual property right;
  8. your failure to take all reasonable precautions to assure no violation of any laws or orders or regulations of any governmental agency, regulatory body or similar agency;
  9. your loss, destruction, publication, or release of any information or data considered to be proprietary, confidential, or otherwise private;
  10. the disclosure or release of any data as a result of you or your clients’ actions.

We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

General

Your Contact Information and Notice

At any time you may update your account information by following the instructions posted elsewhere on this site. Notice will be sent to the contact email address you provide RelaNet and will be deemed delivered as of the date of actual receipt.

Compliance with all Rules

All Authorized Users must comply with all rules and remain vigilant in reporting inappropriate behavior or content to Customer and us.

You Are Here At the Pleasure of Customer (and Us)

These User Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or Privacy Policy.

Service Availability

For all Services, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide you with advance notice, if we think it may exceed ten continuous minutes. We make every effort to maintain the availability of our site and the Services. However, should we experience technical difficulties, we are not responsible for damages resulting from downtime.

Amendment

RelaNet may update and change any part or all of these User Terms of Service, including the fees and charges associated with the use of the site or Services (but, your fees and charges won’t change during the subscription term except as explained elsewhere in these User Terms of Service.) If we update or change these User Terms of Service, the updated User Terms of Service will be posted at https://relanet.com/userterms and we will let you know via email. The updated User Terms of Service will become effective and binding on the next business day after it is posted. When we change these User Terms of Service, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review these User Terms of Service periodically. 

Third-Party Sites and Products

Third-party sites and products are not under our control. Third-party sites and products are provided to you only as a convenience, and the availability of any third-party site or product does not mean we endorse, support or warranty the third-party site or product.

Compelled Access or Disclosure

RelaNet may access or disclose your information if it is required by law; provided, however, RelaNet will first give your accountant (RelaNet’s Customer) notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at yours and Customer’s cost, if you or Customer wish to contest the access or disclosure. If RelaNet is compelled by law to access or disclose your data, you and Customer will reimburse RelaNet for its reasonable cost of compiling and providing access to such information as well as the reasonable cost for any support provided in connection with you or Customer seeking a protective order or confidential treatment for the information to be produced.

Assignment

You will not assign or transfer your account or rights arising from these User Terms, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

Governing Law, Dispute Resolution, and Venue

This site (excluding linked sites) is controlled by us from our offices within the State of Indiana, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Indiana, by accessing this site both of us agree that the statutes and laws of the State of Indiana, without regard to the conflicts of laws principles thereof, will apply to all matters relating to the use of this site and the purchase of products and services available through this site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue of the Superior Court of Hamilton County and the United States District Court for the Southern District of Indiana with respect to such matters.

Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the User Terms, Services or site. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Any cause of action brought by you against us must be instituted within the shorter of either the statutory allowable statute of limitations or one (1) year after the cause of action arises or be deemed forever waived and barred.

We make no representation that the products and services available through our site are appropriate or available for use in locations outside of the United States, and accessing them from territories where such products and services are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.

User Representations

In using the Services and site, you represent and warrant that you have validly entered into these User Terms and have the legal power to do so. You further represent and warrant that you are responsible for the conduct of your authorized users, customers, and users and their compliance with the terms of these User Terms. You further warrant that you are at least 18 years of age.

Force Majeure

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Actions Permitted

Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

Relationship of the Parties

You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

Export Restrictions

You acknowledge and agree that the products and services that are the subject of these User Terms, may be controlled for export purposes. You agree to comply with all United States export laws and regulations. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation.

Compliance with Laws

We will comply with all U.S. state and federal laws in our provision of the Services. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Services, including any applicable export laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Services to prohibited countries or individuals or permit use of the Services by prohibited countries or individuals. 

No Third Party Beneficiaries

Nothing in these User Terms, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this User Terms.

Authority

Each party represents and warrants to the other that it has full power and authority to enter into these User Terms and that they is binding upon such party and enforceable in accordance with their terms.

Severability

If a provision of these User Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Survival

The following sections shall survive the expiration or termination of this Agreement: ‘Your Information’, ‘Intellectual Property’, ‘Account Termination’, ‘Disclaimer of Warranties and Limitation of Liability’, ‘Indemnification’, ‘General’.

Waiver

RelaNet’s failure to enforce a provision is not a waiver of its right to do so later. Any waiver of any provision of this Agreement will be effective only if in writing and signed by RelaNet.

Entire Agreement

This Agreement, which incorporates the RelaNet Privacy Policy and Customer Terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the site and/or Services. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by us regarding future functionality or features. 

Inquiries

All inquiries to RelaNet about the User Terms should be made by emailing relanet@relanet.com.