Reins
Terms of Service

"Customer Information" means any data and information provided or submitted by, or on behalf of, Customer for use in connection with the Services, including without limitation information about Customer's business and its owners, financials, plan members, plan selections, and other business activities to track the business' performance.

"Documentation" means text or graphical materials, whether in print or electronic form describing the use and operation of the Services, as well as any template documents or forms provided in connection therewith.

"Order" means any order executed by both parties that references this Agreement, which may include any electronic order on Reins' website, and sets forth: (a) Customer's access rights to the Reins Platform; (b) the provision of any Support Services; and (c) the Fees payable for such access rights and Support Services.

"Support Services" means any consulting or other support services provided by Reins to Customer.

"Reins Platform" means the Reins' employee-owner management tool platform and related features, functionality or applications that are further described on the Reins' website available at https://myreins.com, and reflected in your Order.

"Services" means the services provided by Reins to Customer under this Agreement, including, but not limited to, provision of access to the Reins Platform, the Documentation and any Support Services.

Services and Access. Subject to the terms and conditions of this Agreement, Reins will provide the Services set forth in the Order, including providing to Customer a non-exclusive, non-transferable (except as permitted under Section 10.5) license to access and use the Services and Documentation during the Term, in all instances solely for Customer's internal business purposes. Customer shall not remove any copyright notice from any Documentation. Customer will prevent unauthorized access to, or use of, the Reins Platform and Documentation, and notify Reins promptly of any such unauthorized use known to Customer.

Support Services. Subject to the terms and conditions of this Agreement, Reins will exercise commercially reasonable efforts to provide support for the use of the Services to Customer in accordance with the terms set forth in the Order.

Customer Responsibilities. At no time does Reins review Customer Information for legal sufficiency, draw legal conclusions, provide legal advice, opinions or recommendations about Customer's legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of Customer's particular use. Reins is not a law firm and may not perform services performed by an attorney. Reins, its Services, and its Documentation are not a substitute for the advice or services of an attorney. The law changes rapidly and Reins cannot guarantee that all of the information provided through the Services is completely current. The law is different from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. The law is a personal matter, and no general information or legal tool like the kind Reins provides can fit every circumstance.

Samples Only. The Documentation provided is a sample only and may not be appropriate for all circumstances. Customer is solely responsible for complying with any applicable legal requirements pertaining to the Documentation, including any agreements entered into with its employees or contractors. The Documentation is not intended to and does not: (a) constitute legal advice; (b) create an attorney-client relationship between Reins and Customer; or (c) constitute advertising or a solicitation of any type. Reins expressly disclaims any and all liability with respect to actions or omissions based on the Documentation.

Restrictions. Customer will not, and will not permit any other party to: (a) allow any third party to access or use the Services; (b) modify, adapt, alter or translate the Reins Platform or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Reins Platform for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Reins Platform, except as permitted by law; (e) interfere in any manner with the operation of the Reins Platform or the hardware and network used to operate the Reins Platform; (f) modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any part of the Services, including any Documentation, in any manner, except for modifications in filling out the Documentation for Customer's authorized use; (g) access or use the Reins Platform to build a similar or competitive product or service; (h) attempt to access the Reins Platform through any unapproved interface; or (i) otherwise use the Reins Platform or Documentation in any manner inconsistent with applicable law. Customer bears responsibility to obtain any telecommunications or computer hardware or software required to access the Reins Platform.

Feedback & Aggregate Data. Both during and after the Term, Reins may (a) use any suggestions, enhancement requests, recommendations or other feedback obtained in the course of providing the Services or otherwise provided by Customer, and (b) collect, use, and analyze data provided to Reins or otherwise arising during the use of the Services, in order to improve and enhance the Reins Platform, the Documentation and the Services and for other development, diagnostic and corrective purposes for those or other offerings of Reins, and solely to the extent such data is aggregated or otherwise de-identified in a manner that does not identify Customer, share and commercialize such data.

Ownership. The Services, together with any improvements or modifications to each of the foregoing, are the exclusive property and Confidential Information of Reins. All rights not expressly granted to Customer in this Agreement are reserved by Reins. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Reins Platform, Documentation, or any part thereof.

Fees and Payment Terms. In consideration for the access rights granted to Customer and the Services performed by Reins under this Agreement, Customer shall pay Reins the fees as set forth in the applicable Order ("Fees"). All amounts are due and payable as set forth in the applicable Order. Payment obligations are non-cancelable and all amounts paid are nonrefundable except as otherwise agreed by Reins.

Late Payment. Payments made more than thirty (30) days after their due date will begin to incur an interest at a rate equal to one and one half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is lower. Reins reserves the right (in addition to any other rights or remedies it may have) to suspend access to or use of the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full.

Payment Provider. Reins uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) ("Payment Provider"). Customer agrees to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consents and authorizes Reins and Stripe to share any information and payment instructions provided with one or more Payment Provider(s) to the minimum extent required to complete the transactions. Online payment transactions may be subject to validation checks by the Payment Provider and Customer's card issuer, and Reins is not responsible if Customer's card issuer declines to authorize payment for any reason. The Payment Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and Customer authorizes it to verify and authenticate payment information. Reins shall not be responsible for any online handling fees or processing fees charged by Customer's card issuer. Payment Provider(s) may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

Automatic Renewal. CUSTOMER'S ACCESS TO THE SERVICES, AND THE FEES ASSOCIATED THEREWITH, WILL AUTOMATICALLY RENEW IN ACCORDANCE WITH THE TERMS SET FORTH IN THE APPLICABLE ORDER. REINS RESERVES THE RIGHT TO INCREASE THE FEES FOR ANY RENEWAL TERM UPON WRITTEN NOTICE TO CUSTOMER AT LEAST FORTY-FIVE (45) DAYS PRIOR TO THE COMMENCEMENT OF THE RENEWAL TERM.

Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Reins' income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Reins Platform to Customer. Customer will make all payments of Fees to Reins free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Reins will be Customer's sole responsibility, and Customer will provide Reins with official receipts issued by the appropriate taxing authority, or such other evidence as the Reins may reasonably request, to establish that such taxes have been paid.

Confidential Information. "Confidential Information" means any nonpublic information of a party (the "Disclosing Party") that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party (the "Receiving Party") knows or should have known is the confidential or proprietary information of the Disclosing Party.

Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to those employees who have a reasonable need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Reins). In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.

Exceptions. The confidentiality obligations set forth in Section 5.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) was independently developed by employees and contractors of the Receiving Party without use or reference to the Disclosing Party's Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

Term. This Agreement will begin on the Effective Date and continue in full force and effect for as long as any Order remains in effect, unless earlier terminated in accordance with this Agreement (the "Term"). The term of an Order will begin on the effective date of the Order and continue in full force and effect for the duration set forth on such Order, unless earlier terminated in accordance with this Agreement (the "Initial Term"). The Order will automatically renew unless either party provides written notice of non-renewal in accordance with the applicable Order (each, a "Renewal Term").

Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach (1) is incurable or, (2) if curable, remains uncured more than thirty (30) days after receipt of written notice of such breach.

Termination by Reins. Reins may at any time terminate its agreement with Customer if: (a) Reins is required to do so by law (for example, where the provision of the Service to Customer is, or becomes, unlawful); (b) the provision of the Service to Customer by Reins is, in Reins' opinion, no longer commercially viable; (c) Reins has elected to discontinue the Service (or any part thereof); or (d) any Fees are more than thirty (30) days overdue. In the event Reins does not terminate this Agreement for cause as described in Section 6.2, Reins will refund any unused balance of Customer.

Effect of Termination. Upon termination or expiration of this Agreement for any reason, Customer's use of and rights to the Services and Reins Platform shall cease and any amounts owed to Reins under this Agreement will become immediately due and payable. Sections 2.3, 2.5, 2.5, 3, 4, 5, 6.4, 7.2, 7.3, 8, 9 and 10 will survive expiration or termination of this Agreement.

Mutual Warranties. Each Party represents and warrants the following: (a) that it is duly incorporated, validly existing and in good standing under the laws of its state of incorporation; (b) that it has the full power and authority to consent to and perform this Agreement; and (c) this Agreement has been duly and validly executed and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS," AND REINS MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. REINS DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICE SHALL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES REINS GUARANTEE ANY SPECIFIC RESULTS IN CONNECTION WITH USE OF THE SERVICE. REINS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY OR ITS PRODUCTS OR SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL CUSTOMER INFORMATION PROVIDED TO THE SERVICES, COMPELTEING ANY RELEVANT INFORMATION ON DOCUMENTATION APPLICABLE TO CUSTOMER'S USE OF SUCH DOCUMENTATION, AND ENSURING THAT THE DOCUMENTATION ADEQUATELY AND ACCURATELY REPRESENTS CUSTOMER'S DESIRED COMPENSATION ALLOCATIONS.

NOT LEGAL ADVICE. YOU UNDERSTAND THAT SERVICES DO NOT CONSTITUTE LEGAL ADVICE NOR THE PRACTICE OF LAW, AND THAT THE DOCUMENTATION, OR CONTENT THEREIN, OBTAINED THROUGH THE SERVICES AND ANY APPLICABLE INSTRUCTIONS OR GUIDANCE IS NOT CUSTOMIZED TO YOUR PARTICULAR NEEDS. REINS IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE. FURTHERMORE, ANY LEGAL INFORMATION OBTAINED THROUGH THE SERVICES IS NOT LEGAL ADVICE AND IS NOT GUARANTEED TO BE ACCURATE, COMPLETE OR UP-TO-DATE. THEREFORE, IF YOU NEED LEGAL ADVICE FOR YOUR SPECIFIC CONCERN, YOU SHOULD CONSULT A LICENSED ATTORNEY IN YOUR AREA.

Types of Damages. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY OR PROCUREMENT OF SUBSTITUTE SERVICES, ANY BUSINESS INTERRUPTION, IMPACT OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Amount of Damages. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID TO REINS IN CONNECTION WITH THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL REINS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THE ACTS OR OMISSIONS OF ANY THIRD PARTY. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY. THE FOREGOING LIMITATION SHALL NOT APPLY TO (I) CUSTOMER'S BREACH OF ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (II) CUSTOMER'S BREACH OF SECTION 2.3 AND 3, AND (III) CUSTOMER'S PAYMENT OBLIGATIONS AS SET FORTH IN AN ORDER.

Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

By Reins. Reins will defend at its expense any claim, action or suit brought against Customer (including reimbursement of Customer's reasonable legal or expert fees or related litigation costs), and will pay any settlement Reins makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim, action or suit by any third party that the Reins Platform infringes such third party's patents, copyrights or trade secret rights under applicable laws within the United States of America. Notwithstanding the foregoing, Reins will have no obligation under this Section or otherwise with respect to any infringement claim based upon (a) any use of the Reins Platform not in accordance with this Agreement or (b) any use of the Service in combination with other products, services, software or data not supplied by Reins. This Section 9.1 states Reins' entire liability to Customer, and Customer's sole remedy, with respect to any claim of infringement by a third-party.

By Customer. Customer will defend at its expense any claim, action or suit brought against Reins (including reimbursement of Reins' reasonable legal or expert fees or related litigation costs), and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim, action or suit arising out of or relating to (a) Customer's breach of any provision of this Agreement; (b) any Customer Information; or (c) any improper or unauthorized use of the Service by Customer.

Procedure. The indemnifying party's obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Nevada, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The Parties hereby expressly consent to the exclusive personal jurisdiction and venue in the state and federal courts for Las Vegas, Nevada for any lawsuit arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

Publicity. Reins may identify Customer (together with its trademark or logo) as a customer on Reins' website and other marketing materials; unless Customer otherwise objects to such identification by providing Reins with written notice.

Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

Compliance with Law. Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services.

Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, telecommunication or internet delays or failures, fire, earthquake, flood, pandemic or epidemic, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

Independent Contractors. Customer's relationship to Reins is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Reins.

Notices. All notices required under this Agreement (other than routine operational communications) must be in writing and delivered: (a) in person; (b) by nationally recognized overnight delivery service; (c) by certified U.S. mail (requiring signature) to the other party's corporate headquarters address as set forth in the Order; or (d) by email to the other party's email address as set forth in the Order. Notices shall be effective upon: (i) actual delivery to the other party, if delivered in person, or by national overnight courier or email; or (ii) five (5) business days after being mailed via U.S. postal service, postage prepaid.

Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Reins.