TERMS AND CONDITIONS

Last updated: November 22, 2019

Really, Inc.  (“Really,” “us,” “we,”  or “our“) operates the https://reallyhq.com/ website, other associated websites, the Really mobile applications, our APIs, and any and all other methods we may employ to provide access to Really’s software platform(s) and services (collectively the “Service“). Please read these Terms and Conditions (“Terms and Conditions,” and collectively with our Privacy Policy, and if applicable our End User License Agreement and any other similar customer agreements, which are incorporated herein by reference, our “Terms”) carefully before using the Service. Any capitalized terms not defined herein shall have the meanings set forth elsewhere in the Terms.

 Your access to and use of the Service is conditioned upon your acceptance of and compliance with our Terms. Our Terms apply to all visitors, users and others who wish to access or use the Service.

 By accessing or using the Service you agree to be bound by our Terms. If you disagree with any part of the Terms then you do not have permission to access the Service.

 

Communications

By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

Subscriptions and Fees

Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. Really may use a third party billing provider to manage and carry out billing for Subscriptions on our behalf. If so Really will ensure that such third party will meet or exceed industry standards and regulatory requirements regarding the transmission, use and storage of financial, bank, credit card, payment and personally identifiable information. Your purchase of a Subscription constitutes your consent to those portions of the Terms regarding subscriptions and billing, including Really’s use of compliant third party billing providers.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it at least 5 days prior to the commencement of the next billing cycle. Really cannot ensure that cancellations later than 5 days prior to the commencement of a Billing Cycle will become effective for that upcoming Billing Cycle, and such cancellations may not take effect until the following Billing Cycle. You may cancel your Subscription renewal either through your online account management page or by contacting Really customer support team.

Really reserves the right to cancel any subscription at any time.

Other “Fees” may be charged on an on demand or one off basis, for which payment will be due at time of purchase, or, in the case of transaction related fees, upon the completion of the transaction.

A valid, supported payment method, such as bank account, credit card or PayPal, is required to process the payment or your Subscriptions or Fees. You shall provide Really with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Really to charge all Subscriptions and / or Fees incurred through your account to any such payment instruments, and represent that any and all payment information is true, accurate, and that you are authorized to use the payment method in question to purchase a Really Subscription or pay any Fees due. Under no circumstances shall Really be liable to you or any third party for any costs, expenses, fees, claims, actions, settlements or damages resulting from your unauthorized use of a payment information and / or a payment method, or any inaccurate information you provide, or inaccurate statements or representations you make in connection with a Subscription payment.

Should automatic billing fail to occur for any reason, Really will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. Really reserves the right to terminate access to the Service or impose reasonable late fees if payment is not made in a timely manner.

Free Trials

Really may, at its sole discretion, offer a Subscription with a free trial for a period of time that it shall determine in its sole discretion (“Free Trial“).

You may be required to enter your billing and payment information in order to sign up for a Free Trial.

If you do enter your billing and payment information when signing up for the Free Trial, you will not be charged by Really until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you consent that you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected, and that that Subscription will continue and continue to be billed in accordance with these Terms until cancelled in accordance with these Terms.

At any time and without notice, Really reserves the right to (i) modify the terms and conditions of any Free Trial offer, or (ii) cancel any Free Trial offer.

Fee Changes

Really, in its sole discretion and at any time, may modify the Subscription prices or Fees for other services. Any Subscription or Fee change will become effective at the end of the then-current Billing Cycle.

Really will provide you with a reasonable prior notice of any change in Subscription prices or Fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, paid Subscriptions and Fees are non-refundable.

Upgrades

If you choose to upgrade your account at any time from an annual billing cycle to a higher level account for either monthly or annual billing cycle any prorated amount left for the initial annual term will be credited towards your new upgraded plan. The prorated credit amount will be determined as follows: Your Annual plan amount divided by 12. That quotient is then multiplied by the number of months remaining in your current annual term. The number of Months remaining in your current annual term shall only include the number of whole months remaining until the end of your term. In other words, if you decide to upgrade your plan mid-month you will not receive credit for the current month that you are in. You will only receive credit for the number of whole months remaining until the end of your term.

Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.

By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity, and (iii) that such content does not, in Really’s sole discretion, contain any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic(s), name(s), or material, or information that violates any applicable intellectual property, proprietary, privacy or publicity rights of Really, its users, any other individual or organization or any and all other third parties. We reserve the right to immediately suspend or terminate the account of anyone posting any content that we believe or suspect is in violation of the foregoing sentence, and/or to, at our sole discretion, remove any such content at any time, without any prior notice.

You may retain certain legal rights to protected or proprietary Content you submit, post or display on or through the Service, and you are solely responsible for identifying, knowing and protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us an irrevocable, worldwide, non-exclusive license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service and via other products or communications channels of Really and / or its affiliates. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.

Notwithstanding the foregoing, Really will not not make private conversations, referral arrangements or agreements, or other presumptively interactions facilitated via the Service public via the Service or via any other method, or otherwise share such interactions, unless any related information is either a) used only in an aggregate, anonymized basis that does not permit the identities of individual users or transactions to be identified, or b) if required by law, statute, arbitration action or other similar judicial proceeding, or legal requirement.

Really has the right but not the obligation to monitor and edit all Content provided by users.

In addition, Content provided to you by or within the Service is the property of Really or used by Really with permission. You are not granted any license or right to use such content except within and as allowed by the Service, and you may not otherwise distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination or suspension of your account and access to the Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to info@reallyhq.com with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through the Service on your copyright.

Intellectual Property

The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Really and its licensors. The Service is or may be protected by copyrights, trademarks, patents, and other statutory and common law rights afforded by the laws of individual states, United States, foreign countries and organizations such as the WIPO. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Really.

Links To Other Websites

Our Service may contain links to third party web sites or services that are not owned or controlled by Really. Really has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that Really 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 third party web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Service and cancelling your Subscription, if applicable.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification

You agree to defend, indemnify and hold harmless Really and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted by you on the Service in violations of these Terms or the rights or claims of any third party.

Limitation Of Liability

In no event shall Really, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. In no event shall any damages payable by Really arising out of these Terms or your use of the Service exceed the lesser of a) the amount paid by you for the use of the Service in the prior 12 months or b) $1,000.00.

Linking and Framing

You may not link to or frame the Service or any portion thereof, without Really’s prior consent, and only then in accordance with the following conditions:

Intellectual Property:
Upon linking to the Service pursuant to these Terms, you will be granted a non-exclusive, non-transferable, royalty-free sub-license to use the Really mark owned by the REally solely for providing an underlined, textual link from your website to https://reallyhq.com/ or the Service. No other use of the Really’s marks, names or logos is permitted without express written permission from Really.

Restrictions on Linking:
Without limiting other provisions contained in these Terms, you may include a link(s) on your website to to https://reallyhq.com/ or the Service ‘s publicly accessible webpages (i.e., any webpage which does not require a login and password and/or restrict access). You may not link to to https://reallyhq.com/ or the Service from any site containing inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic(s), name(s), or material, or information that violates any applicable intellectual property, proprietary, privacy or publicity rights or Really or any third party.

Restrictions on Framing:
Really is concerned about the integrity of the Service when either is accessed in a manner solely determined by third parties or viewed in a setting solely created by third parties. Specifically, Really prohibits activities such as bringing up or presenting content of this Website within another Website (“framing”). In this regard, without limiting the provisions contained in these Terms, you may not frame any webpage or content from https://reallyhq.com/, associated websites, or the Service, except with our express written permission. Further, you may not archive, cache, or mirror any https://reallyhq.com/ or associated websites’ webpage, any part of the Service, or any portion thereof or content therefrom. Any violation of the foregoing is a violation of these Term. If you would like to use, reprint, frame, or redistribute any https://reallyhq.com/ or Service provided content other than as permitted herein, you must request permission from Really in writing by emailing info@reallyhq.com. Please include:

      • your name, e-mail address, and telephone number;
      • the name of your company;
      • the website address(es) where the proposed use will occur; and
      • specific details about the contemplated linking or framing activities, including the content or webpage(s) of this website which you would like to use.

Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Really its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

Really shall not under any circumstances be liable to you or any third party for any temporary or extended unavailability of the Service, interruption of access to or loss of Content or other data stored within the service, or other partial or complete reduction in the availability of access to or the capabilities of the Service unless otherwise agreed to by both parties in writing. Really reserves the right, in its sole discretion and without prior notice, to add, discontinue, modify, or otherwise alter any and all features, capabilities, sections, functions or other parts of the Service at any time, without any consent from or liability to you or any other third party arising out of changed functionality or capabilities resulting from such changes.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Governing Law

These Terms shall be governed and construed in accordance with the laws of New York, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Contact Us

If you have any questions about these Terms, please contact us at info@reallyhq.com.