TERMS OF SERVICE AGREEMENT
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICE.
IF YOU UTILIZE A BETA VERSION, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT USE.
You may not access the Service if You are a competitor, except with Our prior written consent. In addition, You may not access the Service for purposes of monitoring the availability, performance or functionality, or for any other benchmarking. This Agreement is effective between You and Us as of the date of You accepting this Agreement.
- ACCEPTANCE OF TERMS
This Terms of Service Agreement (“Agreement”) governs Your and Your User’s use of Service provided by Reg Change, LLC. Your use of this website (“Site”) and the Services made available on the Site, including the web-based platform, mobile application and Project Plan, is subject to this Agreement. By using Our Service, You agree to be bound by, and use Our Service in compliance with this Agreement. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT USE OUR SERVICE. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement.
We may revise this Agreement from time to time, and will always post the most current version on the Site. If a revision meaningfully reduces your rights, We will notify You electronically at least 30 days prior to the change by posting on Our Site or sign-in page. By continuing to use or access the Service after the revisions are in effect, You agree to be bound by the revised Agreement.
As used in this Agreement now or hereafter associated herewith:
“RegChange” “We,” “Us” or “Our” means Reg Change, LLC, an Ohio Limited Liability Company whose phone number is 216-356-6800 and email address is firstname.lastname@example.org.
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, its directors, officers, affiliates agents, and employees.
“User(s)” means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been granted access to identifications and passwords by You (or by RegChange at Your request).
“Administrator(s)” means those Users designated by You who are authorized to create User accounts and otherwise administer Your use of the Service;
“Agreement” means this online Terms of Service Agreement, whether written or submitted online, and any materials available on the RegChange Site which is specifically incorporated by reference herein. All such materials, including the terms of this Agreement, may be updated by RegChange from time to time in its sole discretion.
“Content” means information obtained by RegChange from publicly available sources, other sources or created by RegChange and made available to You through the Service.
“Your Data” means electronic data and information entered by or for You into the Service, excluding Our Content.
“Service(s)” means the services of RegChange’s online regulatory change system update summaries, functionality available on or through the Site, the project plans and project plan system maintained by RegChange accessible via www.RegChange.com or another designated website or IP address and ancillary services rendered to You by RegChange, to which You are being granted access under this Agreement, including the RegChange Technology and Content
“Intellectual Property Rights” means unpatented inventions, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature;
“Order Form(s)” means the initial subscription for the Service and any subsequent order forms submitted online, specifying the services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties. Each such Order Form shall be incorporated into and become a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail;
“RegChange Technology” means all of RegChange’s proprietary technology (including software, products, processes, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by RegChange in providing the Service;
“Site” means RegChange’s website at www.RegChange.com
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Beta Services” means RegChange services or functionality that may be made available to You to try at no charge which is beta, pilot, limited release, developer preview, non-production, evaluation, or described to You similarly.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm.
- DESCRIPTION OF SERVICES
RegChange provides users with access to summaries of United States federal regulatory information and provides certain general project plan templates and project management tools in response to some, but not all of those regulatory changes. Summaries of regulatory information may be whole or partial reprints or duplication from source documents and in no way is meant to indicate an ownership interest or any rights to such reprinted summaries. RegChange also provides You with the ability to enter your own summaries and create your own project plans on the RegChange system.
RegChange is Not a Law Firm and Does Not Provide Legal Advice
RegChange provides a platform for regulatory information and project change management. The information provided by RegChange along with the Content on Our website related to regulatory matters is provided for Your use and does not constitute legal advice. We do not review any information for legal accuracy or sufficiency, draw legal conclusions, provide opinions, or apply the law to Your facts and circumstances.
If You need legal advice for a specific problem, You should consult with a licensed attorney. Neither RegChange nor any regulatory information provided by RegChange is a substitute for legal advice from a qualified attorney licensed to practice in an appropriate jurisdiction.
No joint venture, partnership, employment, or agency relationship exists between You and RegChange as a result of this Agreement or use of the Service. Unless explicitly stated otherwise, any new features that become part of the Service shall be subject to the Agreement.
- RegChange’s RESPONSIBILITIES
We will use commercially reasonable efforts to make available to You the online Service and Content 24 hours a day, 7 days a week pursuant to this Agreement, except for; planned downtime (of which We shall give advance electronic notice), and any unavailability caused by circumstances beyond Our reasonable control, including, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, third party server issues, or denial of service attack. RegChange shall be entitled to take measures that affect the aforementioned accessibility where RegChange deems such to be necessary for technical, maintenance, operational, or security reasons. You are aware and acknowledge that Your access to the Internet cannot be guaranteed and that RegChange shall never be liable for deficiencies in Your own Internet connections or equipment.
We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except to provide the purchased Services and prevent or address service or technical problems, or as compelled by law, or as You expressly permit in writing.
- YOUR RESPONSIBILITIES
You are responsible for Users’ compliance with this Agreement, for the accuracy, quality and legality of Your Data, using commercially reasonable efforts to prevent unauthorized access to or use of the Service and Content, and to notify Us promptly of any such unauthorized access or use. In consideration of Your use of the Service, You agree to: provide true, accurate, current and complete information as prompted by the Order Form and maintain and promptly update the registration data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, or RegChange has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, RegChange has the right to suspend or terminate Your account and refuse any and all current or future use of the Service.
You agree that if You are issued a username and password in connection with access to or use of any of the Site, You are responsible for keeping such information secret and strictly confidential AND ensure that you exit from Your account at the end of each session. You accept responsibility for all activities that occur under Your username and/or password. You are responsible for changing Your password and user name if you believe that Your password or user name has been lost, stolen or might otherwise be misused. You agree to notify Us immediately of any unauthorized use of Your username or password or if any other breach of security is suspected by You. RegChange shall have no liability for any loss or damage arising from Your failure to comply with these requirements.
You shall be liable for losses or damage incurred by RegChange where You intentionally or negligently reveal a user identity/password to a third party or where a user identity and password otherwise become known to an unauthorized party, unless You notify RegChange immediately upon suspicion that such has occurred.
You undertake not to provide access to the Service to anyone other than Users who have been provided access by You (or RegChange on Your behalf) and thereby agreed to the Terms of Service in this Agreement. User accounts may not be shared or used by more than one (1) individual User. You are responsible for managing the Users’ right to use the Service.
You undertake not to use the Service in any manner which may result in the infringement of any third party’s copyright, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Service in any other manner incompatible with the purpose intended.
You are obligated to notify RegChange regarding any suspected breach of the Agreement.
RegChange provides You support by e-mail and telephone regarding Your inquiries in connection with use of the Service. Such support is provided on weekdays during RegChange’s ordinary office hours. Inquiries must be submitted to RegChange by e-mail or telephone in accordance with the contact information available on the Site.
- YOUR DATA, PRIVACY, DISCLOSURE
Your Data shall remain Your sole property. You, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Your Data.
If You decide to terminate, the Service, You are entitled to within 30 days request a file of all of Your Data. In the event that You or RegChange has already terminated this Agreement You have 30 days from the date of termination in which to request a file of Your data. Such data shall be delivered to you in a comma separated value (CSV) file. After a 30-day period from the date of termination, We will have no obligation to maintain or provide any of Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.
You must provide certain data to RegChange regarding Your Users, including name, e-mail address and phone number. Following receipt of such data, RegChange will process the same in order to enable RegChange to administer and otherwise perform its obligations within the scope of the Services and to ensure that unauthorized persons do not gain access to the Service.
In order for You to be able to use the Service, You must permit RegChange to store and retrieve session information on Your Users’ end terminal equipment, through the use of “cookies”. The purpose of such storage and retrieval of information is to enable the necessary login/logout procedures used in the Service and to ensure that unauthorized persons do not gain access to the Service.
For the Service provided by RegChange, You agree to pay in advance a monthly fee based on the financial institution’s asset size on a consolidated basis. Beginning partial months shall be prorated. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. Mobile application access is only available on certain devices. Usage of mobile application may result in additional data charges. Please check with Your service provider.
You authorize Us to charge your credit card for all fees payable at the beginning of each month. You further authorize Us to use Stripe, Inc., a third party to process payments, and consent to the disclosure of your payment information to Stripe, Inc., which will retain and store any provided credit card information.
RegChange will automatically renew and bill Your credit card for the monthly subscription based on the financial institution’s size as determined by assets on a consolidated basis. There will be no refunds or credits for partial use of the Service or refunds for months unused with an open account.
- MODIFICATIONS TO SERVICE AND PRICING
The RegChange reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. RegChange reserves the right to implement new versions and upgrades of the Service including, but not limited to, changes that effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Service, at any time without prior notice. You agree that RegChange shall not be liable to You or to any third party for any modification, suspension or discontinuance of the service.
You agree that Your purchases 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.
Pricing of monthly subscription plan fees to the Service, are subject to change. Such notice will be provided by posting changes at least 30 calendar days prior to the effective date to the Site or the platform itself.
- RESTRICTIONS AND LIMITATIONS
You are purchasing the right to use the RegChange Service on a monthly basis. You agree that You will not: sell, or otherwise commercially broadcast, publish, modify or distribute all or any portion of the Content retrieved from or through Service. You shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third-party, or modify or make derivative works based upon the Site or the Content. You acknowledge and agree that the Service, the source code and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws.
You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your internal business use. You will not commercially exploit the Service or the Content in any way, or “frame” or “mirror” any Content contained in, or accessible from, the Service other than for your internal business use. You agree not to reverse engineer the Service, or access the Service in order to build a competitive product or service, or copy any features or functions of the Service. All rights not expressly granted to You are reserved by RegChange.
Services are subject to reasonable memory limits. Excessive use of memory for unrelated project plans beyond those necessary to address regulatory changes is prohibited.
- CONSENT TO RECEIVE EMAILS
By creating an account, you agree that you may receive communications from RegChange, such as newsletters, special offers, and account reminders and updates. You also understand that you can remove yourself from these communications by clicking the “Unsubscribe” link in the footer of the actual email.
- LINKS TO THIRD PARTY SITES/THIRD PARTY CONTENT
RegChange’s Sites contain links (“links” or “Linked Sites”) to third party resources and businesses on the Internet that are provided for your convenience and to help you identify and locate source documents related to regulatory updates. RegChange does not sponsor and is not legally associated with any third party “linked sites.” RegChange is not legally authorized to use any trade name, registered trademark, logo, official seal or copyrighted material that may appear in the link. Because We have no control over such sites and resources, You acknowledge and agree that The RegChange is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that RegChange shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource
RegChange may display and distribute content and Information supplied by third parties on the Site. RegChange does not guarantee the accuracy, completeness or usefulness of, or endorse, any content or Information of any third party. Any opinions, advice, statement, services, offers or other content or Information expressed or made available by third parties, including, without limitation, information providers or any other user of the websites, are those of the respective author(s) or distributor, and not RegChange.
- THIRD PARTY INTERACTIONS
To the extent use of the Service requires use of any third party products or services (e.g., Oracle Java, Adobe Acrobat, Amazon Web Services and/or a Web browser), such products and services may require You to agree to separate terms. Similarly, in connection with using the Service, You may enter into correspondence with, purchase products and/or services from, and/or participate in promotions of third parties. Any such third party activities, products and services, and any terms associated therewith, are solely between You and the relevant third parties. RegChange does not support, or endorse or make any representations or warranties regarding, any such third party products or services, and in no event will RegChange have any liability whatsoever in connection therewith.
You and Your Users may submit feedback to RegChange at any time. Feedback, whether submitted through the Site or the Service or otherwise, is non-confidential. RegChange will own all rights in and to the feedback, including all intellectual property rights, and will be entitled to the use such feedback for any purpose without acknowledgment or compensation to You or Your Users.
- SERVICE LEVEL COMMITMENT
System support is included in the Service. Phone support for the Service is available 9AM to 5PM Eastern Time, Monday through Friday, excluding US national holidays. We accept email support questions 24 hours per day, 7 days per week. Email responses are provided during phone support hours only. We attempt to respond to email support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.
We try to make the Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance. RegChange’s Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. RegChange is not responsible for any delays, delivery failures, or other damage resulting from such problems.
RegChange shall adopt reasonable measures to ensure that the security of the Services meet relevant industry standards. RegChange’s security measures are set forth in the Security Statement, which is available on the Site.
RegChange takes reasonable precautions to keep your information safe and secure. RegChange reserves the right to modify its Security Statement in its reasonable discretion. RegChange’s current Security Statement provides that all confidential data sent and received is secured by a Secure Socket Layer (SSL) high-assurance certificate with 256-bit encryption, that a state-of-the-art redundant server cluster hosted by Amazon Web Services and professionally managed is employed, and that backups are performed nightly and are kept for 7 (seven) days.
- CANCELLATION AND TERMINATION
You are solely responsible for properly canceling your account. You can cancel your account at any time by following the directions located at the bottom of Your Bank Profile page on the System. If you cancel the Service before the end of the current month, your cancellation will take effect immediately and you will not be charged for future months.
You agree that RegChange, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service if RegChange believes that You have violated or acted inconsistently with the letter or spirit of the Agreement. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that RegChange may immediately deactivate or delete your account. Further, you agree that RegChange shall not be liable to you or any third-party for any termination of your access to the Service.
Each Party represents to the other that it has the legal power and authority to enter into this Agreement, and that this Agreement has been duly authorized, executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms.
You represent that You have not provided accurate identification information, have not provided any false information to gain access to the Service and that Your billing information is correct.
- DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. REGCHANGE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT AND ANY IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF FITNESS FOR PURPOSE AND MERCHANTABILITY AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY SPECIFICALLY DISCLAIMED. REGCHANGE MAKES NO WARRANTIES OR OTHER REPRESENTATIONS THAT USE OF THE CONTENT WILL SATISFY A PARTY’S STATUTORY AND/OR REGULATORY RESPONSIBILITIES WITH RESPECT TO FEDERAL AND/OR STATE LAWS AND REGULATIONS.
REGCHANGE MAKES NO WARRANTY THAT: THE SERVICE WILL MEET YOUR REQUIREMENTS; THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THE INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE REGCHANGE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
- INDEMNITY AND RELEASE
You agree to release, indemnify and hold RegChange and its affiliates and their respective officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind arising out of any third party claims relating to your use of the Service, your violation of these Terms or your violation of any rights of another.
RegChange shall indemnify and hold You and Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: a claim alleging that the Service directly infringes a copyright, a U.S. patent, or trademark of a third party; a claim, which if true, would constitute a violation of RegChange of the representations or warranties; or a claim arising from breach of this Agreement by RegChange; provided that You promptly give written notice of the claim to RegChange; give RegChange sole control of the defense and settlement of the claim (provided that RegChange may not settle or defend any claim unless it unconditionally releases You of all liability); provide to RegChange all available information and assistance; and not compromise or settle such claim. RegChange shall have no indemnification obligation, and You shall indemnify RegChange pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Your products, services, hardware or business process(es).
- LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT REGCHANGE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR OTHER INTANGIBLE LOSSES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
In particular, and without prejudice to the generality of the limitation of liability as mentioned herein, no guarantee is given by RegChange for the correctness and accuracy of the Content including the appropriateness of the project plan templates nor an uninterrupted use of the Account and the Content.
- WAIVER, SEVERABILITY AND ASSIGNMENT
The failure of RegChange to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by RegChange in writing.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
Neither Party may assign, sublicense or otherwise transfer (by operation of law or otherwise) this Agreement, or any of a Party’s rights or obligations under this Agreement, to any third party without the other Party’s prior written consent. Notwithstanding the above prohibitions if RegChange or You are involved in a merger, acquisition, or sale of all or a portion of its assets it may assign, sublicense or otherwise transfer (by operation of law or otherwise) this Agreement, or any of a Party’s rights or obligations under this Agreement, to any third party without prior written consent.
- CONTROLLING LAW
This Agreement is governed by Ohio law and controlling United States federal law, without regard to conflicts of law provisions of any jurisdiction. Any disputes, actions, claims or causes of action arising out of or relating to this Agreement or the Service will be subject to the exclusive jurisdiction of the state and federal courts located in Cleveland, Ohio, USA. The Service is a service, not a good, and is not subject to the Uniform Commercial Code or the Uniform Computer Information Transactions Act.
- ENTIRE AGREEMENT
This Agreement, together with any applicable Order Form, comprises the entire Agreement between Your and RegChange and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. This Agreement creates no third party beneficiary rights.
This Agreement may be signed electronically and in counterparts, in which case each signed copy will be deemed an original as though both signatures appeared on the same document.