Effective as of August 28, 2016.
Thanks for choosing Reefill (“Reefill,” “we,” “us,” “our”). By signing up or otherwise using the Reefill service, website, software application, or mobile application (together, the “Reefill Service” or “Service”), you are entering into a binding contract with Reefill.
In order to use the Reefill Service, you need to (1) be 18 or older, or be 13 or older and have your parent or guardian’s consent to the Agreements, and (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws.
You also promise that any registration information that you submit to Reefill is true, accurate, and complete, and you agree to keep it that way at all times.
2. Changes to the Agreements
Occasionally we may, in our discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice as appropriate under the circumstances, such as by displaying a notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. So please make sure you read any such notice carefully. If you do not want to agree to the changes to the Agreement, you should discontinue your use of the Service.
3. Our Services & Paid Membership
Certain Reefill services are provided to you free of charge (the “Free Service”). Other Reefill services require payment before you can access them (the “Membership Service” or “Paid Membership”).
From time to time, we or others on our behalf may offer trials of the Membership Service for a specified period without payment or at a reduced rate (a “Trial”). Reefill reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.
For some Trials, we may require you to provide your payment details to start the Trial. AT THE END OF SUCH TRIALS, WE MAY AUTOMATICALLY START TO CHARGE YOU FOR THE APPLICABLE PAID MEMBERSHIP ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING BASIS. BY PROVIDING YOUR PAYMENT DETAILS FOR THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID MEMBERSHIP THROUGH THE PAYMENT LINK OF THE “YOU” MENU OF THE REEFILL MOBILE APPLICATION BEFORE THE END OF THE TRIAL.
4. Rights We Grant You
The Reefill Service is the property of Reefill. We grant you a limited, non-exclusive, revocable licence to make use of the Reefill Service (the “Licence”). This Licence shall remain in effect until and unless terminated by you or Reefill. You promise and agree that you are using the Reefill Service for your own personal, non-commercial use and that you will not redistribute or transfer the Reefill Service.
The Reefill software applications are licensed, not sold, to you, and Reefill retains ownership of all copies of the Reefill software applications even after installation on your mobile phone and/or other relevant devices (“Devices”).
All Reefill trademarks, service marks, trade names, logos, domain names, and any other features of the Reefill brand (“Reefill Brand Features”) are the sole property of Reefill. The Agreements do not grant you any rights to use any Reefill Brand Features whether for commercial or non-commercial use.
You agree to abide by our User Guidelines and not to use the Reefill Service or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in these Agreements, Reefill grants no right, title, or interest to you in the Reefill Service.
Third party software included in the Reefill Service are licensed to you either under the Agreements or under the relevant third party’s licence terms.
5. Rights You Grant Us
In consideration for the rights granted to you under the Agreements, you grant us the right to allow the Reefill Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service.
If you provide feedback, ideas or suggestions to Reefill in connection with the Reefill Service (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Reefill to use that Feedback without restriction and without payment to you.
6. User Guidelines
We’ve established a few ground rules for you to follow when using the Service. Please follow these rules and encourage other users to do the same.
The following is not permitted for any reason whatsoever:
selling, renting, sublicensing or leasing of any part of the Reefill Service;
removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the Reefill Services;
providing your password to any other person or using any other person’s username and password;
Please respect Reefill and other users of the Reefill Service. Don’t engage in any activity that:
is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of Reefill or a third party;
interferes with or in any way disrupts the Reefill Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or Reefill’s computer systems, network, usage rules, or any of Reefill’s security components, authentication measures or any other protection measures applicable to the Service or any part thereof; or
conflicts with the Agreements, as determined by Reefill.
You acknowledge and agree that engaging in any such activity may result in immediate termination or suspension of your Reefill account. You also agree that Reefill may also reclaim your username for any reason.
Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible.
7. Service limitations and modifications
Reefill will make reasonable efforts to keep the Reefill Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, Reefill reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Reefill Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Reefill Service or any function or feature thereof. Notwithstanding the foregoing, if you have paid fees for a Paid Membership that Reefill permanently discontinues prior to the end of the Paid Membership period, Reefill will refund you the paid fees on a prorated basis after such discontinuation. You understand, agree, and accept that Refill has no obligation to maintain, support, upgrade, or update the Service. This section will be enforced to the extent permissible by applicable law.
8. Payments and Cancellations
Paid Memberships can be purchased either by (1) paying a monthly membership fee; or (2) paying an annual membership fee. YOUR PAID MEMBERSHIP WILL AUTOMATICALLY RENEW AT THE END OF THE APPLICABLE MEMBERSHIP PERIOD, UNLESS YOU CANCEL YOUR PAID MEMBERSHIP THROUGH THE PAYMENT LINK OF THE “YOU” MENU OF THE REEFILL MOBILE APPLICATION BEFORE THE END OF THE RECURRING MEMBERSHIP PERIOD. The cancellation will take effect the day after the last day of the current membership period. However, if you cancel your payment or Paid Subscription and/or terminate any of the Agreements before the end of the current membership period, we will not refund any subscription fees already paid to us.
Reefill may change the price for the Paid Membership from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Paid Memberships will take effect at the start of the next membership period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Reefill Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Reefill Service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.
9. Term and Termination
The Agreements will continue to apply to you until terminated by either you or Reefill. However, you acknowledge and agree that the perpetual licence granted by you in relation to Feedback is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. Reefill may terminate the Agreements or suspend your access to the Reefill Service at any time, including in the event of your actual or suspected unauthorized use of the Reefill Service or non-compliance with the Agreements. If you or Reefill terminate the Agreements, or if Reefill suspends your access to the Reefill Service, you agree that Reefill shall have no liability or responsibility to you and Reefill will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. This section will be enforced to the extent permissible by applicable law. You may terminate the Agreements at any time.
Sections 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, and 16 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.
10. Warranty and disclaimer
WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE REEFILL SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE REEFILL SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REEFILL MAKES NO REPRESENTATIONS AND DISCLAIMS ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. REEFILL DOES NOT WARRANT THAT THE REEFILL SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, REEFILL MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF). NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM REEFILL SHALL CREATE ANY WARRANTY ON BEHALF OF REEFILL IN THIS REGARD.
Some states don't allow the disclaimers in this paragraph, so they may not apply to you.
YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE REEFILL SERVICE IS TO UNINSTALL ANY REEFILL SOFTWARE AND TO STOP USING THE REEFILL SERVICE. WHILE REEFILL ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO REEFILL, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL REEFILL, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE REEFILL SERVICE, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER REEFILL HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE REEFILL SERVICE OR THIRD PARTY APPLICATIONS MORE THAN THE AMOUNTS PAID BY YOU TO REEFILL DURING THE PRIOR TWELVE MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.
Nothing in the Agreements removes or limits Reefill’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.
Some states don't allow the disclaimers in this paragraph, so they may not apply to you.
12. Entire Agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and Reefill, the Agreements constitute all the terms and conditions agreed upon between you and Reefill and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.
These Terms create no third party beneficiary rights.
13. Severability and Waiver
Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by Reefill to enforce the Agreements or any provision thereof shall not waive Reefill’s right to do so.
Reefill may assign the Agreements or any part of them, and Reefill may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.
To the fullest extent permitted by applicable law, you agree to indemnify and hold Reefill harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any activity in which you engage on or through the Reefill Service; and (3) your violation of any law or the rights of a third party.
15. Resolving Disputes
Before filing a claim against Reefill, you agree to try to resolve the dispute informally by contacting us. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or Reefill may bring a formal proceeding.
Judicial forum for disputes. You and Reefill agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or state courts of New York County, New York, subject to the mandatory arbitration provisions below. Both you and Reefill consent to venue and personal jurisdiction in such courts.
We Both Agree To Arbitrate. You and Reefill agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in New York, New York, or any other location we agree to.
Exceptions to Agreement to Arbitrate. Either you or Reefill may assert claims, if they qualify, in small claims court. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in New York County, New York to resolve your claim.
NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.
16. Controlling Law
These Terms will be governed by New York law except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.