ReBexx Terms of Service

Introduction

Pinnacle Migration Group, Inc. ('Pinnacle', 'we', 'us', and terms of similar meaning) provides the website www.rebexx.com and the services provided by or through this website (collectively, the 'Services') subject to these terms and conditions of service (the 'Terms'). Together with the ReBexx Privacy Policy, these Terms govern your use of the Services.

In these Terms, we call this website and any successor websites the 'Site', and the software we provide the 'Application'. The Application includes your use of the ReBexx API, and the use of the ReBexx API by third parties authorized through your ReBexx account to access your User Content (as defined below).

Please read these Terms carefully before using the Services. By accessing or using the Services, you acknowledge that you have read and understood these Terms and agree to be legally bound by them and by all policies and guidelines incorporated by reference. If you do not agree to be bound by these Terms in their entirety, you may not use the Services.

ReBexx may change or modify these Terms, or any policy or guideline applicable to the Services, at any time in our sole discretion. If we do so, we will make reasonable efforts to communicate these changes to you via email (to the address provided in your registration information, if any) and/or by posting a notice in the Application. Unless otherwise specified, changes are effective immediately upon posting of the revised Terms on the Site, and your continued use of the Services after that time constitutes your agreement to be bound by the modified Terms. You should periodically review the Terms and any policies and documents incorporated in them. The Terms will always show the 'Last Updated' date at the top. If you do not agree to the modified Terms, you must stop using the Services. You may cancel your account without further obligation except for amounts due for the balance of the then-current billing period (for monthly billing, we will prorate your account to the end of that billing period). If you have questions about these Terms, email rick@pincat.com.

In these Terms, our customers and the persons to whom they give 'staff' or 'admin' access to their ReBexx account are called 'Subscribers', and our Subscribers' business partners who use the Services (for example, to view a Subscriber's reports) are called 'Partners'. In these Terms, users of the Services - whether they are Subscribers, Partners, members of the ReBexx forum, people who post comments on the ReBexx blog, or casual browsers of the Site - are called 'Users'. The Services are for your own use only. You may not resell, lease, or otherwise provide them to anyone else, except as expressly permitted through the Application.

Privacy Policy

Please refer to the ReBexx Privacy Policy, available at Privacy Policy, for information on how ReBexx collects, uses, and discloses personally identifiable information from Users. By using the Services, you agree to our collection, use, and disclosure of personally identifiable information in accordance with the Privacy Policy.

The Application may contain technologies that monitor, record, and report to ReBexx regarding use of the Application, including information about devices used to access the Application and the frequency, type, and manner of use (collectively, 'Usage Data'). You agree that ReBexx may collect and use Usage Data to support, maintain, and improve ReBexx and to enforce our rights under these Terms. To the extent any Usage Data is personal information under applicable law, you (a) consent to ReBexx's collection, use, and disclosure of such Usage Data for these purposes; and (b) represent and warrant that you have obtained any required consents from individuals to whom such Usage Data relates (or that such consents are not required under applicable law).

Registration Data and Account Security

If you register for an account, you agree to (a) provide true, accurate, current, and complete information as prompted by any registration forms on the Services ('Registration Data'); and (b) promptly update the Registration Data and any other information you provide to ensure it remains true, accurate, and complete. You agree to keep your access credentials (e.g., passwords, API keys) secure and confidential and to notify ReBexx immediately of any unauthorized use or suspected unauthorized use. You are responsible for all activity on, and charges incurred by, your ReBexx account.

Access credentials are the property of ReBexx and may be revoked if you share them with any third party (other than as allowed in these Terms), if they are compromised, if you violate these Terms, or if ReBexx terminates access in accordance with these Terms.

As a condition of using the Services, you must not:

• attempt to undermine the security or integrity of ReBexx's computing systems or networks or those of our hosting providers;
• use or misuse the Application or Services in any way that impairs their functionality or impairs any other user's ability to use them;
• attempt to gain unauthorized access to materials or systems beyond those to which you have been expressly permitted access;
• use the Services to transmit files that may damage others' computing devices or software, offensive content, or material in violation of law (including material protected by copyright or trade secrets that you do not have the right to use); or
• attempt to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer software used to deliver the Services except as strictly necessary for normal operation.

Fees; Charges; Taxes

Subscription fees and any other charges for use of the Application are described on the Site or via email and may change from time to time. If subscription fees change, we will give you at least 30 days' prior notice. Your continued use of the Application after the effective date of a change indicates your agreement with the new fees and charges. Any change to fees will not apply to the then-current billing period. Fees for payment transactions are subject to change without notice where permitted by our payment platform partners.

Although great care is taken in the production of the Site and description of the Services, typographical, illustrative, or pricing errors may occur. We reserve the right to correct errors at any time. All prices are quoted and payable in United States Dollars and, unless otherwise stated, are exclusive of shipping charges and applicable taxes, which will be added and itemized separately. You are responsible for all applicable taxes in any jurisdiction.

Ownership, Copyright, and Trademarks

'Content' means all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement available through the Services. Content provided by Users (including Subscribers and Partners) is 'User Content'.

User Content is the property of the User. ReBexx's rights to User Content are limited to the licenses granted in these Terms.

Other than User Content, the Services, all Content, and all software used to create and operate the Services (including, without limitation, the Application and the ReBexx API) are the property of ReBexx or its licensors and are protected by U.S. and international laws. All trademarks, registered trademarks, product names, and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by ReBexx.

Your User Content is your responsibility. We are not responsible or liable for it, or for any loss or damage it may cause. Although we have no obligation to do so, we may remove, screen, or edit any User Content at our sole discretion, without notice, at any time and for any reason. You are solely responsible for maintaining copies of User Content you post or store on the Services. If you authorize third parties to access your User Content through the Services, including via the ReBexx API, you agree that we may provide such access and that we have no responsibility or liability for third-party use of such User Content.

Your Limited License of Your User Content to ReBexx

We do not claim ownership of your User Content, but we need certain rights to operate the Site and provide the Services. For example, if you are a Subscriber and enter price and product data in relation to a Partner and configure your account to share that data, we need a license to use and, where applicable, sublicense that User Content to your Partners.

By posting or distributing User Content to or through the Services, you: (a) grant ReBexx and its affiliates a non-exclusive, royalty-free, transferable license to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content in the manner and for the purposes for which the Services from time to time use such User Content; and (b) represent and warrant that (i) you own and control all rights in the User Content or otherwise have the lawful right to post and distribute it through the Services; and (ii) the use and transmission of such User Content does not violate these Terms or the rights of any person or entity.

If your User Content is intended for use by other Users (for example, through the ReBexx API), you also grant us a non-exclusive, royalty-free, transferable right to sublicense such User Content to those Users for their use in connection with the Services.

These licenses are non-exclusive (you may use your User Content elsewhere), royalty-free (we do not owe you fees for this use), and transferable (we may transfer these rights to a successor operator of the Services). Our rights to 'modify, adapt, translate, and create derivative works' are necessary for normal operation of the Services (e.g., processing, formatting, and displaying your content).

Our Limited License of Content to You

ReBexx grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy, and print the portions of the Content available to you through the Services, subject to: (i) use only for your own purposes; (ii) no modification or derivative works, reproduction, distribution, or display except as expressly permitted; (iii) retention of proprietary notices; (iv) no data mining, robots, or similar data-gathering or extraction methods; and (v) use only for the intended purpose of the Services.

Any unauthorized use terminates this license, these Terms, and your account. Such use may also violate applicable laws. Unless explicitly stated, nothing in these Terms confers any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable by ReBexx at any time.

You represent and warrant that your use of the Services and Content will comply with this license, will not infringe the rights of others, and will not violate any applicable law.

To request permission for uses not included in this license, contact ReBexx at the address at the end of these Terms.

Using the ReBexx API

This section applies to your use of the ReBexx API, whether you are a Subscriber or another User, including a developer or operator of a website or application ('ReBexx API Implementation' and 'API Developer'). If you procure a third party to develop a ReBexx API Implementation for you, you are responsible for their compliance with this section.

If you are an API Developer and not otherwise a User, your use of the ReBexx API constitutes your agreement to these Terms. We may update these Terms by posting on the Site. Your continued use after posting constitutes acceptance.

ReBexx grants you a limited, revocable, non-exclusive, non-sublicensable license to use the ReBexx API as provided by ReBexx, in accordance with these Terms. This license does not grant rights to any other Content, including Subscriber Content. If you display or deliver Subscriber Content through your ReBexx API Implementation, you must obtain the Subscriber's prior agreement (e.g., a license and your own terms and privacy policy). If you do not present applicable terms and a privacy policy to Subscribers, you may not use the ReBexx API.

Restrictions. You may not:

• interfere with the proper working of the ReBexx API or create implementations that adversely affect the Services or other applications' use of the API;
• misrepresent your identity or intentions; share or allow others to use your developer credentials; or mask usage;
• use the API with websites that, in ReBexx's sole discretion, are obscene or inappropriate;
• use the API with spyware, adware, or malicious code;
• use the API in any manner that violates law or any person's rights;
• replicate the 'look and feel' of ReBexx or create confusion with ReBexx;
• disparage ReBexx in your implementation;
• attempt to replace or replicate the essential user experience or core functionality of the Services;
• reverse engineer or attempt to extract source code from the Services;
• circumvent IP-based functionality or restrictions;
• circumvent measures preventing direct database access or manufacture tools to do so;
• build conversion functionality that ports Content from the Services to a competing product; or
• while operating your implementation, solicit or attempt to entice away ReBexx Subscribers.

Rate limits. You agree to monitor your use and keep within reasonable operational limits for your capacity and ours. We may impose or adjust transaction limits at any time and may describe them on our Site. ReBexx may charge for excess usage. Unused API calls do not roll over.

You will not exceed or circumvent API limits or otherwise engage in excessive or abusive usage. If your application connects the API to 10 or more systems, ReBexx reserves the right to limit or suspend access and to contact you regarding volume and terms.

Security controls. We may rate-limit other functionality to prevent abuse or security issues.

Monitoring. ReBexx may monitor your use of the API (e.g., for quality, product improvement, or compliance). You must not interfere with monitoring. We may use technical means to overcome interference and may suspend access without notice if we reasonably believe you are in violation of these Terms.

Use of Interactive Areas and the Services

If the Services include discussion forums, bulletin boards, review services, or other forums ('Interactive Areas'), you are solely responsible for your use and do so at your own risk. User Content submitted to any public area is non-confidential. You agree not to post content that is unlawful, infringing, misleading, harmful, offensive, unrelated, spam, or otherwise objectionable. We have a zero-tolerance policy toward spam. You must comply with all applicable laws and marketing guidelines.

Any use in violation of the foregoing may result in suspension or termination of your rights to use the Interactive Areas and/or the Services.

Providing a Reliable and Secure Service

We take reliability and security seriously and use best-in-class hosting and security technologies and services. For example, payments are processed by PCI DSS-compliant providers, and we use restrictive firewalls and TLS/SSL certificates to protect data in transit.

However, no system is perfectly secure or reliable, and the Internet is inherently insecure. By using ReBexx, you accept these risks.

If a third party is authorized through your account to access your User Content via the API, we are not responsible for that third party's use of your User Content.

No Responsibility for Third-Party Services, Sites, or Content

The Site may contain links to third-party websites ('Third-Party Sites') or third-party content ('Third-Party Content') and may provide third-party services ('Third-Party Services'), including payment processors and other intermediaries. You use Third-Party Sites, Third-Party Content, and Third-Party Services (collectively, 'Third-Party Materials') at your own risk. We make no representations regarding Third-Party Materials and provide them only as a convenience. Inclusion does not imply endorsement. When you use Third-Party Materials, their terms and policies apply. You should review those terms and policies and make whatever investigation you deem necessary.

The provider of Third-Party Materials is solely responsible for them, including content, warranties (if any), training, support, and any claims related to your use. You acknowledge that you are licensing Third-Party Materials from their providers; ReBexx is not a party to those licenses. ReBexx and its affiliates may be third-party beneficiaries of such end-user license agreements to the extent stated therein.

Advertisements and Promotions

ReBexx may run third-party advertisements and promotions. Your dealings with advertisers are solely between you and them. ReBexx is not responsible or liable for any loss or damage arising from such dealings or the presence of third-party advertisers on the Services.

Electronic Signature

Your electronically recorded signature or click-through acceptance constitutes your acknowledgment that you accept these Terms and creates a legally binding agreement.

Warranty Disclaimer

YOUR USE OF THE SITE, SERVICES, SOFTWARE (INCLUDING THE APPLICATION AND THE REBEXX API), AND CONTENT (COLLECTIVELY, THE 'REBEXX SOLUTION'), AND ANY THIRD-PARTY MATERIALS IS AT YOUR OWN RISK AND, EXCEPT AS DESCRIBED IN THESE TERMS, THE REBEXX SOLUTION AND THIRD-PARTY MATERIALS ARE PROVIDED 'AS IS.' TO THE MAXIMUM EXTENT PERMITTED BY LAW, REBEXX, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS, AND SUPPLIERS (COLLECTIVELY, 'SUPPLIERS') DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. REBEXX AND ITS SUPPLIERS DO NOT WARRANT THAT THE REBEXX SOLUTION IS SECURE OR ERROR-FREE OR THAT IT WILL BE FREE FROM BUGS, VIRUSES, INTERRUPTIONS, DATA LOSS, THEFT, OR DESTRUCTION.

Some states do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. You may have other rights that vary from state to state.

ReBexx and its Suppliers do not represent or warrant that your use of the Services will satisfy or ensure compliance with any legal obligations or laws or regulations.

Limitation of Liability; Indemnity

You waive and shall not assert any claims against ReBexx or the other Released Parties (defined below) arising out of or relating to your use of the ReBexx Solution or any Third-Party Materials, including claims relating to infringement or that any Released Party must indemnify you.

To the maximum extent permitted by law, neither ReBexx nor any other Released Party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, data, use, goodwill, or other intangible losses, whether in contract, tort (including negligence), strict liability, or otherwise, arising out of or related to your use of or inability to use the ReBexx Solution or any Third-Party Materials.

In no event shall the aggregate liability of ReBexx for all claims arising out of or related to the ReBexx Solution exceed the total amount paid by you for access to or use of the ReBexx Solution during the three (3) months immediately preceding the event giving rise to the claim. ReBexx shall have no liability arising out of or relating to any Third-Party Materials.

You shall defend, indemnify, and hold harmless ReBexx and its affiliates, subsidiaries, sponsors, contractors, advertisers, vendors, partners, successors, assigns, and their respective officers, directors, agents, and employees (collectively, the 'Released Parties') from any loss, damages, liabilities, costs, expenses, claims, and proceedings arising out of your use of the ReBexx Solution or any Third-Party Materials and, if you are a Subscriber, from your Partners' use of the Services and from use by any person to whom you give account access (including staff or advisors), including claims that your User Content infringes the rights of any third party. ReBexx may assume the exclusive defense and control of any matter otherwise subject to indemnification. You agree to cooperate with us in such defense.

Communications

Notices (other than amendments to these Terms, addressed above) may be provided via email or phone using your Registration Data, by posting to your dashboard, or elsewhere on the Site in an appropriate area. You are responsible for periodically reviewing the Site for notices.

Subject to the Privacy Policy, if you send to ReBexx or post publicly on the Site any information, ideas, inventions, concepts, techniques, or know-how ('User Submissions'), you acknowledge that ReBexx may use the User Submissions without acknowledgment or compensation, and you waive any related claims. If you wish to preserve any interest in your User Submissions, do not post them publicly or send them to us.

Applicable Law and Venue

The Services are controlled and operated from Downers Grove, Illinois, USA. All disputes, claims, or other matters arising from or relating to your use of the Site, Content, or Services will be governed by the laws of the State of Illinois and the federal laws of the United States applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Except where prohibited by law, any claim or dispute (a 'Claim') involving ReBexx and arising out of or relating to these Terms or the Site, Content, or Services will be referred to and determined by a sole arbitrator under the commercial arbitration laws and rules then in effect in the State of Illinois. If arbitration as described is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent jurisdiction located in Downers Grove, Illinois, and you consent to personal jurisdiction and venue in such courts.

If you access the Services from outside the United States, you are responsible for compliance with local laws and agree to indemnify ReBexx for failures to comply.

Termination/Modification of License and Site Offerings

We may, without notice and in our sole discretion, (a) terminate your license to use the Services (and any rights of third parties to whom you granted access via the API); (b) block or prevent your future access to all or any portion of the Services or Content; (c) change, suspend, or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.

Inactive Accounts; Termination

If your account is inactive for at least two months (as determined by ReBexx), we may deactivate it. Deactivated accounts are not deleted; they can be restored. We will notify you by email if we decide to deactivate your account. If you expect inactivity and do not want deactivation, email rick@pincat.com in advance. ReBexx reserves the right to charge a data-storage fee for deactivated accounts. If your account remains inactive thereafter and we do not hear from you, we may terminate it at any time without notice.

You or ReBexx may terminate your use of the Services (including these Terms) at any time. If you terminate, you must pay fees applicable to the balance of the then-current billing period. When your account is terminated, your User Content will be permanently deleted within a reasonable period thereafter, except for User Content submitted to public areas of the Site (e.g., blog, forum, product reviews), which may remain.

Miscellaneous

If any provision of these Terms is unlawful, void, or unenforceable, that provision is severed and will not affect the validity of the remaining provisions. ReBexx may assign any or all of its rights or obligations without your consent. You may not assign your rights or obligations without ReBexx's prior written consent; any attempted assignment is void. These Terms constitute the entire agreement between you and ReBexx regarding the Site and Services and supersede all prior or contemporaneous communications (electronic, oral, or written). The parties confirm their wish that these Terms and all related documents be drawn up in English only.

Questions and Comments

If you have questions regarding these Terms or your use of the Services, contact us at rick@pincat.com or by mail at: