TERMS OF SERVICE

Thank you for using Reason Automation, LLC’s (“Reason,” ”we,” “us” or “our”) products and services (“Products”). By using Reason Products, you (the “Customer,” “you,” “your”) are agreeing to these terms, so please take a moment to read the terms and below. If you are using the Products on behalf of a business, that business accepts these terms. The Agreement shall begin on the date that Customer begins using Reason Products (the “Effective Date”). Reason and Customer are also each referred to under this Agreement individually as a “Party,” and together as “Parties.” Customer desires to obtain from Reason the ability to purchase, license, and access certain Reason technology and services. The Parties intend for this Agreement to permit Customer and Authorized Users to access and use Reason technology for business purposes.

1. Definitions

Terms used in this Agreement with initial capital letters shall have the respective meaning set forth in this Section 1 or elsewhere in this Agreement.

  • Approved Source means a distributor or reseller authorized by Reason to distribute or resell the Products.

  • Authorized Users mean Customers’ employees, contractors, or affiliates who access or use the Products.

  • Claim means any claim, action or proceeding brought by any third party.

  • Confidential Information means information that is treated as confidential and proprietary by Customer or its affiliates, including the existence and terms of this Agreement, trade secrets, technology and information pertaining to business operations and strategies, process, actual or potential customers, personnel, and other information relating to Customer or its affiliates.

  • Content means data and information that is owned, licensed or lawfully obtained by you.

  • Customer Data means any information and data about Customer, Customer’s clients, or other data or information derived or collected by Reason on behalf of Customer pursuant to this Agreement, and all data collected via Amazon Seller Central and Amazon Vendor Central, including, without limitation, your Content.

  • Customer Indemnitees means Customer and their Authorized Users, officers, directors, partners, employees, contractors, and agents.

  • Fees mean the fees specified in the applicable Order.

  • Indemnitees means Reason, its managers, members, employees, contractors, agents, and representatives.

  • Order means a document executed by Customer and Reason (or Customer and an Approved Source), pursuant to which Customer commits to purchase and Reason commits to provide the Products specified in the document pursuant to the terms of this Agreement.

  • Products mean Reason’s products and services.

  • Third Party Policies mean applicable policies of Amazon.com and/or its affiliates, for which you are responsible for reviewing, understanding and complying with.

2. Payments

2.1 Payment Terms. In consideration for Reason’s provision of the Products, Customer shall pay the fees specified in the applicable Order (the “Fees”). Payments shall be due and payable thirty (30) days from Customer’s receipt of an invoice from Reason. All sums payable under this Agreement are due from Customer and must be invoiced to Customer as a condition of payment.

2.2 Invoices. Reason shall invoice Customer on a timely basis for all fees arising from or in connection with this Agreement. Unless otherwise stated in the applicable Order, Reason shall invoice Customer within thirty (30) days following the end of the billing cycle stated in the Order.

2.3 Late payments. Invoices not paid within terms are subject to a 2% monthly finance charge. For accounts more than thirty (30) days delinquent, Reason may limit or pause Customer’s access to the Products until payment in full is received.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with this Agreement. The term, including any initial and renewal terms, of each Order shall be stated in such Order. The termination or expiration of the Agreement shall not terminate any existing Orders, and the terms of this Agreement shall survive for purposes of governing such Orders. No new Orders may be entered into under the Agreement by the Parties after expiration or termination of the Agreement.

3.2 Termination for convenience. Beginning three (3) years after the Effective Date, either Party may terminate this Agreement without cause upon thirty (30) days’ written notice, but such termination shall not terminate any existing Orders.

3.3 Termination for breach. Either Party may terminate this Agreement if the other party commits a breach that is not cured within ten (10) days after receipt of written notice of breach from the non-breaching Party. If Reason terminates this Agreement due to an uncured breach by Customer, Customer shall be obligated to pay any termination fees described in executed Orders. Upon any termination of this Agreement pursuant to Section 2.2 or 2.3, the terms of Sections 6 through 8 as well as any terms whose survival is implied shall survive such termination.

4. Terms of Use

By using Reason’s Products, you are agreeing to these terms, so please take a moment to read the terms and privacy policy below. If you are using the Products on behalf of a business, that business accepts these terms. Reason may stop providing Products to you if you do not comply with these terms.

4.1 Privacy. Reason’s privacy policy (reasonautomation.com/privacy) explains how Reason collects and uses your personal information when you use Reason’s Products. By using the Products, you agree that Reason can use your data in accordance with the privacy policy.

4.2 Lawfully-owned data. You may only use the Products to store, retrieve, query, and serve data and information that is owned, licensed or lawfully obtained by you (your “Content”). As part of the Products, you may be allowed to use certain software (including related documentation) provided by us or third party licensors. This software is neither sold nor distributed to you and you may use it solely as part of the Products or as allowed by third party terms of service. You may not use such third party software in any way not related to the Products without specific authorization to do so.

4.3 Compliance. You must comply with the current technical documentation applicable to the Products (including the applicable developer guides) as posted by us and updated by us from time to time on the Reason website. In addition, if you create technology that works with a Product, you must comply with the current technical documentation applicable to that Product (including the applicable developer guides) as posted by us and updated by us from time to time on the Reason website.

4.4 Verification of usage. You will provide information or other materials related to your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with this Agreement. You will reasonably cooperate with us to identify the source of any problem with the Products that we reasonably believe may be attributable to your Content or any end user materials that you control.

4.5 Accuracy of information. You will ensure that all information you provide to us via the Reason website (for instance, information provided in connection with your registration for the Products) is accurate, complete and not misleading.

4.6 Limitations. You agree on behalf of yourself and all Authorized Users, not to (i) modify, prepare derivative works of, or reverse engineer, our Products; (ii) knowingly or negligently use our Products in a way that abuses or disrupts our networks, user accounts, or the Products; (iii) market, or resell the Products to any third party; (iv) use the Products in violation of applicable laws, regulations or third-party terms of use and/or other policies (including, without limitation, applicable policies of Amazon.com and/or its affiliates, for which you are responsible for reviewing, understanding and complying with, “Third Party Policies”); (v) harvest, collect, or gather user data without their consent or in violation of applicable laws, regulations or Third Party Policies; or (vi) transmit through the Products any material that may infringe the intellectual property, privacy, or other rights of third parties.

4.7 Responsibilities. Except to the extent caused by our breach of these terms, (a) you are responsible for all activities that occur under your account, regardless of whether or not the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or end users), and (b) we and our affiliates are not responsible for unauthorized access to your account. You will ensure that your Content and your and end users’ use of your Content or our Products will not violate any Third Party Policies or any applicable law or regulation. You are solely responsible for the development, content, operation, maintenance, and use of your Content.

5. Software License & Intellectual Property

5.1 Intellectual property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trade secrets, and other confidential information, together with all derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all work product, whether tangible or intangible, that are prepared by Reason in the course of performing the services outlined in this contract, shall be owned exclusively by Reason.

5.2 License grant. Reason hereby grants Customer a non-exclusive, non-sublicensable, and non-transferable license during the term of this contract to use Reason’s software solely for Customer’s business purposes. Customer may not make copies of the licensed software for any reason, without express consent from Reason. Customer shall not use the licensed software for any purposes beyond the scope of this Agreement. Customer shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the licensed software or any documentation associated with the licensed software, in whole or in part, (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the licensed software, or (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the licensed software, in whole or in part.

5.3 Customer data. During the term of this Agreement, Reason will have access to certain Customer Data, solely for the purpose of providing services outlined in this Agreement. For purposes of this Agreement, “Customer Data” shall mean any information and data about Customer, Customer’s clients, or other data or information derived or collected by Reason on behalf of Customer pursuant to this Agreement, and all data collected via Seller Central and Vendor Central, including, without limitation, your Content. Customer hereby grants Reason a limited, non-exclusive, non-transferrable royalty-free right and license, without the right to sublicense, to use the Customer Data, solely for the authorized purposes set forth in this Agreement. Unless otherwise expressly provided in writing, Customer conveys no other rights in the Customer Data. Reason shall not, without the prior written consent of Customer: (a) access, download, retain, copy, reproduce, create combinations or compilations of the Customer Data; (b) sell, rent, market, sublicense, transfer, disclose, use, share, grant any rights in, or provide access to any Customer Data in any form to third parties; (c) make derivative works of any Customer Data, including in reports, analytics, or other documents; (d) provide, process, transmit, or store any Customer Data in an unsecured form; (e) delete or modify any individual data elements or values within the Customer Data or otherwise aggregate the Customer Data with third-party data in a manner that is not permitted under this Agreement; (f) disclose the Customer Data to any third party in a manner that would readily identify the methods, techniques, expenditures, scope, or scale of the Customer Data; and (g) take any other action that would affect or interfere with Customer’s ownership or other proprietary rights in and to the Customer Data.

6. Indemnity and Limitation of Liability

6.1 Indemnity by Customer. To the fullest extent of the law, Customer agrees to indemnify, defend and hold harmless Reason, its managers, members, employees, contractors, agents and representatives (the “Indemnitees”) from and against all claims, losses, liabilities, damages and expenses (including reasonable attorneys’ fees) arising from or relating to any claim, action or proceeding brought by any third party (each, a “Claim”) based upon: (i) a breach of this Agreement by Customer, and/or (ii) any negligent act or omission or willful misconduct by Customer; provided that Customer shall not be required to indemnify and hold harmless Indemnitees for any such Claim to the extent resulting from the negligent acts or omissions or willful misconduct of Reason.

6.2 Mutual Indemnification. In no event shall either party be liable for any indirect, incidental, consequential, special or exemplary damages, including, without limitation, interruption of business, or loss of use, profits, user satisfaction, business opportunity or data, regardless of the form of action (whether in contract, tort or otherwise), regardless of whether such party has been advised of the possibility of such damages.  As an essential term of this Agreement inducing Reason to enter into this Agreement, Reason’s maximum aggregate liability arising from or related to this Agreement shall not exceed the total amount paid by Customer to Reason for the twelve (12) months preceding the incident giving rise to the cause of action.

7. Confidentiality

Reason acknowledges that Reason may have access to information that is treated as confidential and proprietary by Customer or its affiliates, including the existence and terms of this Agreement, trade secrets, technology and information pertaining to business operations and strategies, process, actual or potential customers, personnel, and other information relating to Customer or its affiliates (collectively “Confidential Information”). Reason agrees to treat all Confidential Information as strictly confidential, to not disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without prior written consent of Customer in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the services outlined in this Agreement.

8. Miscellaneous

8.1 Authority. Reason and Customer each represent and warrant that (i) they have obtained all necessary approvals, consents, and authorizations to enter into this Agreement and to perform and carry out its obligations under this Agreement; (ii) the person executing this Agreement on each Party’s behalf has express authority to do so and to bind the Party;

8.2 Entire agreement; amendments; waivers.  This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior oral or written agreements concerning the subject matter hereof.  The terms of any other documentation, including, without limitation, pre-printed terms on Customer’s purchase orders, shall have no force or effect.  This Agreement may be amended only by written agreement signed by both parties.  No waiver of any provision nor consent to any exception to the terms of this Agreement shall be effective unless in writing and signed by the party to be bound and then only to the specific purpose, extent and instance so provided by an authorized representative thereof.

8.3 Assignment. In no event shall either party assign this Agreement to a third party without the prior written consent of the other party; provided, however, that in the event of a change of control and/or sale of substantially all of the assets of a party to a third party, this Agreement may be assigned to such acquiring party.

8.4 Governing law; Venue. This Agreement, the legal relations between the parties and any action, whether contractual or non-contractual, instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement shall be governed by and construed in accordance with the Laws of the State of Washington applicable to contracts made and performed in such State and without regard to conflicts of law doctrines.  The courts in Seattle, Washington will have exclusive jurisdiction and venue for any legal proceedings brought under this Agreement.

8.5 Force Majeure. Except for Customer’s payment obligations hereunder, neither party shall be liable to the other party for any delay or failure to fulfill obligations caused by circumstances outside such party’s reasonable control. 

8.6 Counterparts; Electronic signatures. This Agreement may be executed by an exchange of original signatures, facsimile, or electronic image transmission (such as e-mail of a .pdf document or using electronic signature technology, e.g., via DocuSign or similar electronic signature technology), and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.7 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the Parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.

8.8 Headings. The headings in this Agreement are for convenience and do not form a part of this Agreement.

Revision as of April 1, 2023