These Terms of Service were last updated on August 1, 2023
Introduction
Factory App Inc. is a company incorporated in the State of Delaware, United States with its principal address at 2261 Market Street #4637 San Francisco, CA 94114, United States and has been doing business as Rechain (“Rechain”). Rechain owns and operates the technology platform (the “Platform”) providing clothing manufacture tracking, communication solutions and related value-added services (the “Service(s)”) through its website at https://rechain.co/ (the “Site”).
The terms and conditions set out in these Terms of Service (the “Terms”) govern the use of the Platform and/or Services by the client (the “Customer”) and constitute a legal and binding agreement between Customer and Rechain. By using or otherwise accessing the Platform and/or Services, Customer confirms that Customer has read, understood and agreed to all of these Terms.
All obligations and restrictions applicable to Customer under these Terms shall be binding on and applicable to the Authorized Users of the Customer. Any violation of these Terms by any Authorized User of the Customer shall be considered a violation of these Terms by the Customer.
About Rechain
Rechain provides its Customers with a software platform that offers real-time visibility of each step of consumer goods manufacturing. The main aim of Rechain Services is to help fashion brand owners to have more control and visibility in the production process with manufacturers, to source a manufacturer for a specific product in a specific location, find a proper manufacturer, facilitate communication, conduct product quality inspections and provide easy-to-use tracking features that are dedicated to assisting fashion brand owners to control each step of clothing production: from finding the proper manufacturer and placing the order to quality check and shipment.
About Rechain Product Lifecycle Management Platform (Rechain PLM)
Rechain Product Lifecycle Management Platform ("Rechain PLM" or "Platform"). Rechain PLM is designed to enable fashion brands to streamline and connect all stakeholders involved in the garment's lifecycle, from initial design to warehouse shipment, including merchandising, planning, design, technical design, product development, materials development, samples, fit reviews, product testing, product quality, sourcing, and manufacturing.
The primary objective of Rechain PLM is to centralize all product-related information, providing easy access to reliable and up-to-date data for all teams within the brand.With Rechain PLM, Customers shall be able to facilitate the goods production process by having permanent access to up-to-date information about the production cycle, such as designs, size charts, bill of materials, costing details, sample reviews, and other related data.
Quality Control Services
Rechain also intends to provide Customers with the possibility to get full visibility during the whole production process and get access to product quality control inspections where Rechain's experienced inspectors will help to assess the quality of Customer’s products during and/or after the production process. Please note that quality control inspections are available only in countries of physical presence of Rechain's inspectors and may be offered to Customers on a case-by-case basis, subject to the specific requirements of Customer and feasibility of conducting inspections in the relevant country.
If you are interested in Rechain's quality control services and you are a registered customer, please contact us through the Platform. If you are not yet registered with Rechain but are interested in our quality control services, please get in touch by filling out our contact form at https://www.rechain.co contact or sending your request to contact@rechain.co.
Once we receive your request, our team will reach out to discuss the possibility of providing quality control services, including the scope, terms, and deadlines. The results of the quality control services will be presented in the form of a Report, accessible via the Platform. To access the Report, you will need to be a registered Rechain user. Rechain will take all reasonable measures to provide Reports on the same day as the quality control inspection, but occasional delays may occur.
Enhanced Rechain PLM Features: Additional Modules
As part of Rechain's commitment to providing a comprehensive experience, Rechain offers users of Rechain PLM the option to purchase access to a variety of additional modules. While currently, there is one available module, we plan to introduce more exciting modules in the future.
Additional Modules available:
Additional Module Name
Price per user
Production Planning
$29
Production Planning Module is designed to enhance workflow and streamline processes and empowers users to maximize efficiency and organization by offering two key functionalities:
1) Purchase Orders Creation: With this feature, users can effortlessly create and manage essential documents known as "purchase orders." Seamlessly record and track all necessary information related to your orders, ensuring clear communication and smoother operations.
2) Planning (Gantt Chart) for Specific Orders: The module also provides a sophisticated Planning feature, employing a dynamic Gantt chart that allows users to create a dedicated planning for each manufacturing process. This feature streamlines the planning process for specific orders, enabling better project management and timely execution.
At Rechain, we are continuously working to expand our range of modules, offering Customers even more tools to enhance their product lifecycle management. Stay tuned for our forthcoming additions!
Definitions that may be used in these Terms
In these Terms, the following words and expressions shall have the following meanings:
“Authorized User(s)” refers to an individual(s) who has been granted permission by the primary account holder (the Customer) to access and utilize the Rechain Platform on behalf of the Customer.
“Content” means any data, text, software, music, sound, photographs, graphics, video, messages or other materials, including but without limitation to, company logos, trademarks, copyrighted materials and any third party resources, displayed, published or made available through the Site, Platform and/or Services, whether by Rechain or Customer;
“Customer’s Content” means any data, text, software, music, sound, photographs, graphics, video, messages or other materials, including, but without limitation to, company logos, trademarks and copyrighted materials, that a Customer posts, uploads, transmits or otherwise makes available through the Site, Platform and/or Services;
“Event of Force Majeure” means any cause beyond the reasonable control of a Party to these Terms, including but not limited to any act of God; flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics, or explosion; war, invasion, hostilities (whether war is declared or not); terrorist threats or acts, riot or other civil unrest; boycott, embargoes or blockades; strike, labor stoppages or slowdowns; shortage of adequate, gas, fuel or electricity, interruption of transportation; governmental order, unavoidable accident, or shortage of labour or raw materials. In the event either Rechain or Customer is unable to perform its obligations under these Terms because of the Event of Force Majeure, it shall not be liable for any such failure to perform its obligations.
“Intellectual Property Rights” means all intellectual property rights including, but not limited to, copyright, patents, logos, trademarks or business names, design rights, database rights, know-how, trade secrets and rights of confidence in connection with the Site, Platform, Services and/or Content;
“Manufacturer” means a business concern that manufactures consumer goods and is listed as manufacturer on Rechain Site, Platform and/or Services;
“Rechain’s Technology” or “Technology” means Rechain’s or its affiliates’ proprietary technology underlying the Site, Platform and/or Services, including internet operations design, content, software tools, hardware designs, algorithms, software, source codes, user interface designs, architecture, class libraries, objects and documentation, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Rechain or its licensors) in connection with the Platform and/or Services, and also including any derivatives, improvements, enhancements or extensions of the Technology conceived, reduced to practice, or developed by Rechain from time to time that are not uniquely applicable to Customer or that have general applicability in the art;
“Parties” means collectively Rechain and the Customer, and a “Party” means any of them;
“Payment Method” means the Customer’s current and valid method of payment that is accepted by Rechain as may be varied or updated from time to time;
“Personal Data” means data that may enable Rechain to identify individuals personally, including data about a person who can be identified from that data or from other information to which Rechain has or is likely to have access.
“Service Fee” means a fee(s) payable by a Customer for the use of the Services in accordance with the chosen type of Service Package, applicable rate(s) and applicable currency as agreed alongside the acceptance of these Terms;
“Specific Production” the process of making or manufacturing or production of a specific Customer's good for purposes of which Customer uses Rechain Services. Specific Production shall mean the production of a good in one style and in one specific color being produced in the single timeframe. If a specific style is being produced in several colors, it would constitute a several different specific productions. If the production of a good is divided over several distinct periods, then the production will be considered as several specific productions.
“Unit” means one piece of consumer good ordered by Customer to Manufacturer via the Rechain Site, Platform and Services.
Eligibility To Use
If Customer is not a corporation, Customer must be at least 18 years old and able to enter into legally binding contracts to access and use the Platform, Services and/or register an Account (defined below) as a Customer. By accessing or using the Platform and/or Services, Customer represents and warrants that he/she is 18 or older and has the legal capacity and authority to enter into a contract. If a corporate entity is accessing or using the Platform and/or Services, the person registering for an Account for and on behalf of a corporate entity represents and warrants that he/she has necessary power and authority to bind such corporate entity to these Terms.
For transparency and fraud prevention purposes, and to the extent permitted by law, Rechain reserves the right, but has no obligation, to ask Customer to provide a form of government identification or other information or undertake additional checks designed to help verify the identity or background of Customers. Rechain also reserves the right to screen Customer against third party databases or other sources.
Account Registration
Customer is required to register, whether through the Site or submission to Rechain, and maintain an account with Rechain (“Account”) to use the Services. Customers registering for an Account agree to provide and maintain true, accurate, current and complete information about themselves as prompted by the relevant registration form or when required to verify the same before Account activation. By registering an Account, Customer authorizes Rechain to collect, store, retain, process and use Personal Data provided to Rechain in accordance with Rechain’s Privacy and Cookies Policy. The legal texts of the latest versions of Rechain’s Privacy and Cookies Policy are available publicly on the Site. Customer’s failure to provide, maintain accurate, complete and up-to-date personal data to enable Rechain to properly perform the Services may result in Customers being unable to access and use the Platform and/or Services. In any event, Rechain reserves the right, in its sole discretion, to approve or refuse registration of an Account.
Customers may not assign or otherwise transfer their Accounts to any third parties without the prior written authorization by Rechain. In the event of an unauthorized assignment or transfer, Rechain reserves the right to take the following actions, at its sole discretion: a) Suspension of Accounts: Rechain may suspend the Customer's Accounts until the transfer is appropriately authorized or reversed; b) Termination of Services: Rechain may cease to provide any Services to the Customer without any obligation to provide a refund or compensation.
Any attempted assignment or transfer of Accounts without Rechain's prior written authorization shall be null and void.
After Account registration, Customers are required to select a suitable Service Package plan from the options provided. Each Subscription Package within these plans will be associated with a distinct price per Authorized User for the specified billing period. The Customer is responsible for choosing the appropriate number of Authorized Users for their subscription. The applicable fee for the chosen Subscription Package will be determined by multiplying the cost per Authorized User by the number of Authorized Users included in the selected plan. For clarity, an 'Authorized User(s)' refers to an individual(s) who has been granted permission by the primary account holder (the Customer) to access and utilize the Rechain Platform on behalf of the Customer.
The Customer agrees to adhere to the payment terms and schedule outlined in the chosen Service Package plan. Please not that failure to make timely payments may result in a suspension of services or termination of the subscription.
Unauthorized Access. The Customer agrees not to allow any individual who is not designated as an Authorized User to access, use, or administer their Account. Rechain reserves the right to take appropriate action, including but not limited to Account suspension or Services termination, in the event of unauthorized access or misuse.
Whilst Customer may permit such Authorized Users access to administer Customer’s Accounts, Customers remain fully liable under these Terms for all acts and omissions of their Authorized Users. Customer is always solely responsible for maintaining the confidentiality of their username, password and other information relating to its Account, and any and all activities that occur under its Accounts. Customer undertakes to immediately notify Rechain of any unauthorized use of Customer’s Account, password, or any other breach of security. Rechain will not be liable for any loss or damage arising from Customer’s failure to comply with this provision.
By registering, accessing, using or administering an Account, Customer and its Authorised Users agree to receive informative, promotional or marketing emails or communications in connection with the Platform and/or Services but may opt-out from receiving such communications by making a respective written email notification to Rechain or by clicking the “Unsubscribe” link at the bottom of the newsletter email (if available).
Service Packages
After registering the Account, Customer is requested to choose a Service Package for the Services through the Site. The features available to each Service Package and associated terms and conditions vary depending on the chosen type of Service Package. The date on which the applicable Service Package becomes available for Customer will be, in the case of chargeable Service Package, the date the Customer paid the applicable Service Package Fee.
The applicable Service Package Fee and billing methods vary depending on the chosen type of Service Package. Customers are responsible for the timely payment of the Service Package Fee and have to ensure the agreed Payment Method is always valid and has sufficient funds for payment to be transacted, if applicable. This does not waive Rechain’s right to seek payment directly from Customers through any other methods, should the Payment Method fail. Customers acknowledge that any failure to pay the Service Package Fees on time shall entitle Rechain to suspend or terminate Customers’ access to Rechain chargeable services.
Rechain reserves the right to revise the amount and/or rate of Service Package Fees from time to time in its sole discretion. Any such revision will be communicated to Customers in advance via email or published on the Site. By continuing to use the Rechain chargeable services after such revisions, Customers will be deemed to have accepted the revised Service Package Fees.
All fees and charges in respect of the Services will be subject to all prevailing statutory taxes (e.g. Goods and Services Tax, Value Added Tax) as may be in force or introduced at any time.
Rechain offers Customers 3 Service Packages Plans: Startup, Business and Enterprise. Each Service Package covers a different scope of features that are available to Customers. The description of each Service Package features is available at: https://www.rechain.co/pricing. Please note that Rechain reserves the right to change, amend or modify the Service Packages and their features at any time at its own discretion. In addition to services described in Service Packages, Rechain offers Customer other chargeable services or provides Customer with special price proposals that would include customized scope of services that are based on Customer’s needs.
Service Package Fee
Start-up Service Package costs $60 (sixty US dollars) per 1 user in case of monthly payments or $588 (five hundred eighty eight US dollars) in case of yearly payments.
Business Package costs $120 (one hundred and twenty US dollars) per 1 user in case of monthly payments or $1188 (one thousand one hundred eighty eight US dollars) per 1 user in case of yearly payments.
With Enterprise Service Package Rechain offer Customers a flexible personal approach that will allow to define the most suitable scope of Services and costs tailored to Customer’s specific needs.
Payment Methods
Rechain offers several methods for Customers to pay for our Services: Stripe (www.stripe.com), GoCardless (www.gocardless.com) or bank transfer.
With Stripe Customers have the option to make payments using a secure and widely accepted online payment platform.
Customers can also choose to pay using GoCardless which is a direct debit method. When Customers opt for GoCardless as their preferred payment method, Rechain is committed to initiating debits in the local currency of the Customer (provided that it is accepted by Gocardless).
In addition to the payment methods mentioned above, Rechain provides the flexibility of invoicing in a local currency for all the services we offer. We understand the importance of accommodating our diverse customer base and strive to make the payment process as seamless as possible.
However, it is important to note that Rechain reserves the right to restrict Customers from paying in a currency other than USD. In such cases, Customers will be required to utilize the Stripe payment method to complete their payment. This provision is in place to ensure consistent and efficient payment processing.
Please note that Rechain reserves the right to change payment methods at its own discretion at any time. The list of accepted currencies also can be changed. If Customer uses a payment method that is no longer available, the Customer will be notified and asked to select an alternative payment method from those currently available through Rechain at that time. Rechain will make reasonable efforts to facilitate a smooth transition to a new payment method for the Customer's convenience.
Money-back Guarantee
During the first 60 days of the subscription, the Customer can request a full refund, no questions asked. The request has to be done over email at the direct point of contact of the Customer within Rechain or directly at contact@rechain.co
Rechain Business Continuity
Rechain is committed to ensuring the ongoing accessibility and seamless operation of our Services. We understand the importance of maintaining the integrity of Customers' data and aim to provide Customers with the flexibility to transition smoothly if circumstances change. As part of our dedication to Customers experience with the Platform, we have established the following provisions:
1. Data accessibility and exportability. In the event that Rechain is required to cease operations or discontinue a specific service, Rechain will take all reasonable measures to provide Customers with the means to access and export their data. Rechain is committed to facilitating the secure and convenient retrieval of Customers' data in a format that enables Customers to migrate to an alternative platform if they choose to do so. This process will be outlined and communicated to you in a clear and timely manner.
2. Uninterrupted platform access and notice period. In the unlikely event that Rechain decides to cease providing a particular service, Rechain will take all reasonable measures to provide Customers with a minimum of 90 days notice before discontinuation. This notice period is designed to give Customers enough time to retrieve their data, make necessary arrangements, and transition to an alternative solution without disruption. During this notice period, Customers will continue to have uninterrupted access to the Platform.
Data Relating to Manufacturers and End-Customers
Customers acknowledge and agree that Rechain may collect data about Customer productions, manufacturers and end-customers in order to perform the Services and for statistical purposes to make Rechain Services better. By using the Services, Customers agree to provide and authorize Rechain to collect such data, including directly from Manufacturers. In this regard, Customers are responsible to provide accurate and complete information to Rechain and Rechain shall not be liable for any failure of service as a result of inaccurate or incomplete information provided to Rechain or through the Platform. All Personal Data relating to Manufacturers and end-customers shall belong to Customers or the respective Manufacturers or end-customers (as the case may be). All tracking information (excluding any Personal Data) generated through the use of the Platform and/or Services shall belong to Customers, the respective Manufacturers and Rechain jointly and may be used for their business purposes. All data that Customers or their Authorized Users input into the Platform, including Personal Data, shall belong to Customers or their respective owners. However, Rechain shall be entitled to prepare analysis and/or statistics based on data input by Customers or Authorized Users into the Platform provided that such analysis and/or statistics make no specific reference to any Personal Data. Such analysis and/or statistics shall be the property of Rechain and Users shall have no claim whatsoever to such analysis and/or statistics. Each Party represents and warrants to the other Party that it will at all times comply with all applicable personal data protection laws and regulations in respect of the collection, use, disclosure and handling of Personal Data.
Data Storage and Usage Allocation
At Rechain we provide our Customers with a possibility to store data in various formats on the Platform. However, to ensure fair usage and optimize system performance, Rechain has implemented data storage limits. Each Authorized User of Customer will be allowed to store up to 10 GB of data.
The cumulative data storage capacity available for the Customer shall be calculated at the company level in an easy and transparent way. For example, a Customer with a single Authorized User will be entitled to store up to 10 GB of data, while a Customer with 10 Authorized Users will have an allocated storage capacity of 100 GB.
Please note that Rechain does not impose storage limitations on a per-user basis. Instead, we assess the overall storage consumption at the Customer's company level. Should a Customer surpass its designated storage allocation, an excess usage fee of $0.05 per additional GB per month will automatically apply. This fee is applicable to any fraction of a GB that is used beyond the initial allocation.
For the purpose of assisting our Customers, Rechain's support teams may require access to their accounts. This access is strictly utilized to provide necessary aid and support to Customers in managing their accounts effectively.
Right of Use, Obligations and Restrictions
Upon registration of an Account, Customers are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform and/or Services in accordance with and subject to these Terms. Any rights not expressly granted herein are reserved by Rechain. Customers may only use the Platform and/or Services in compliance with applicable laws and for legitimate purposes. Customers agree to comply with these Terms, all local rules and laws regarding the use of the Platform and/or Services, including Customers’ online conduct, that are applicable in their jurisdictions.
Customers represent and warrant to only use the Service with data that the Customers are entitled to have, store and transfer and for which Customers are entitled to obtain data from third party sources. Customers bear all risks associated with the use of the Service and warrants that they will hold Rechain harmless from and against any liabilities arising from the processing of data from third party sources.
When using the Site, Platform, Services and/or Content, Customers must not:
Rechain reserves the right to investigate and take appropriate legal action against anyone who, in its opinion, violates the above provisions, including without limitation, suspending or terminating the Account of such violators and reporting them to the law enforcement authorities.
Customers are solely responsible for their own hardware, internet connection or telecommunication charges incurred for accessing, connecting to or using the Site or Platform.
Customer's Content
To the extent where the Site or Platform allows Customers to post, upload, transmit or otherwise make available any Customer’s Consent, each Customer represent and warrant that: (i) Customer either is the sole and exclusive owner of the Customer’s Content or have all rights, licenses, consents and releases necessary for use of the Customer’s Content on the Site or Platform; and (ii) neither the Customer’s Content nor Customers’ submission, uploading, publishing or otherwise making available of such Customer’s Content nor Rechain’s use of the Customer’s Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Customer further agrees and confirms that Customer will not share or transmit any material or content that is: (i) unlawful, offensive, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another‘s privacy, hateful racially, ethnically or otherwise objectionable; (ii) poses or creates a privacy or security risk to any person or infringes any intellectual property or other proprietary rights of any party or constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation or contains malicious content, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iii) is illegal, or intend to promote or commit an illegal act of any kind; (iv) in Rechain’s opinion, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Rechain or other Customers to any harm or liability of any type; (v) impersonate any person or entity, or falsely state or otherwise misrepresent its affiliation with a person or entity;
Rechain has no obligation to store, retain, publish or make available any User’s Content and that Customers shall be responsible for creating backups of any such Content if necessary. Under no circumstances shall Rechain be liable in any way for any Customer’s Content, including, but not limited to, any errors or omissions in any Customer’s Content, or any loss or damage of any kind incurred in connection with the use of or exposure to such Customer’s Content made available via the Site or Platform.
Updates, Modifications and Availability
Rechain may modify or upgrade the features and functionality of the Platform and/or Services and/or any Service Package from time to time, and reserve the right to make upgrades, updates, modifications and changes as it deems fit. For example, Rechain reserves the right to remove from the free plan certain features of the Platform or limit the number of users of Customer that can have free access to the Platform. Customers understand that such upgrades or changes may result in interruption, modification, failure, delay or discontinuation of the Platform and/or Services and/or any Service Package or any function or feature thereof. In this regard if not explicitly provided otherwise, Customers acknowledge and agree that Rechain assumes no liability, responsibility or obligation for any such interruption, modification, failure, delay or discontinuation associated with the Platform and/or Services but Rechain will make reasonable efforts to minimize any such interruptions, failure or delay of the Platform and/or Services. Rechain also undertakes to make reasonable efforts to inform Customers of any scheduled maintenance or material changes which may affect the use of the Platform and/or Services.
Services Prices Change
Rechain is always dedicated to providing high-quality Services that deliver value to our Customers. However, it is important to acknowledge that the costs associated with maintaining and enhancing our Services may increase over time. As a result, Rechain reserves the right to make changes to the prices of our Services to reflect these adjustments and ensure the sustainability of its offerings.
In the event that Rechain decides to adjust the prices of Services, Customers will be notified in advance. Customers with an annual and monthly subscription will receive notice 3 months prior to the changes. This notice will be communicated through the contact information provided by our Customers and will include details about the upcoming changes, effective dates, and any available options.
Intellectual Property
The Site, Platform, Content and Rechain’s Technology underlying the Services are the property of Rechain and/or its licensors, and are protected by copyright and/or other intellectual property rights. Except as expressly authorised by Rechain, Customers agree to not modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Site, Platform, Services and/or Content, in whole or in part. In using the Site or Platform, Customers shall not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Customers further acknowledge that they have no right to have access to any aspect of the Site or Platform in source-code form, and agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in Rechain’s Technology. Any uses of the Site, Platform, Services and/or Content not expressly permitted herein are prohibited, and any rights thereof not expressly granted herein are reserved by Rechain.
By using the Site, Platform and/or Services, Customers will not acquire any right, title or interest in or to the Intellectual Property Rights except for the limited right to use the Site, Platform and/or Services granted to Customers pursuant to these Terms.
To the extent where a Customer provides Rechain with any suggestions, comments, improvements, ideas or other feedback (“Feedback”), such Customer hereby assigns ownership of all intellectual property rights subsisting in that Feedback to Rechain and acknowledges that Rechain can use and share such Feedback for any purpose in its sole discretion.
Other company, product, and service names and logos used and displayed via the Site or Platform may be trademarks or service marks of their respective owners who may or may not be endorsed by, or affiliated with, or connected to Rechain.
Third Party Resources and Third Party Services
The Site or Platform may contain links to third party’s websites, products, services, information, advertisement or other materials (“Third Party Resources”) that are not owned or controlled by Rechain, or the Services may be accessible through Third Party Resources. Links to Third Party Resources do not constitute an endorsement or recommendation by Rechain of such Third Party Resources. When accessing Third Party Resources, Customers act at their own risk. Rechain reserves the right to engage professional third party service providers (including, without limitation, professionals, specialists and experts in the field to the provision of Services to Customer in order to be able to to offer Customer better Services and improve Customer’s user experience.
Confidentiality
Each Party (“Receiving Party”) will protect and keep secret and confidential the Confidential Information (as defined below) of the other Party (“Disclosing Party”) with the same standard of care as each Party protects its own confidential information, but with no less than reasonable care, and agree not to disclose any Confidential Information, except as otherwise expressly permitted and to exercise respective rights and obligations under these Terms. “Confidential information” shall mean all information that is communicated either in writing, visually or in oral form and is not known to the public pertaining to either Party’s business and which is either marked confidential or which a reasonable person would understand to be confidential given the nature or sensitivity of the information and circumstances of disclosure, but excludes anonymised information obtained from the use of tracking ID from Manufacturers or Manufacturers’ websites and information contained in and related to any tracking ID, including, but without limitation to, manufacturers names, dates, origin and destination, time in transit, and any tracking events. Without limiting the generality of the foregoing, Confidential Information shall include details of the Services including any confidential information or data forming part thereof, any models, processes, formats, programs, software, source codes, documentation, upgrades and updates, inventions and know-how. Where Customer is a legal entity, Rechain may refer to Customer as a customer in its public relations, marketing and sales efforts.
Customers shall disclose Confidential Information on a need-to-know basis solely to its Authorized Users and such employees who are subject to confidentiality obligations no less weighty than those contained in this clause.
The foregoing restrictions shall not apply to any information that (i) is or becomes generally known or publicly available through no act or failure on the part of the Receiving Party; (ii) is lawfully known by the Receiving Party at the time of receiving such information as evidenced by records; (iii) or is hereafter furnished to the Receiving Party by a third party, as a matter of right and without restriction on disclosure, or (iv) to the extent such disclosure is required by law or by order or directive of a court or government authority having competent jurisdiction over the Receiving Party, provided that the Receiving Party shall, to the extent permitted by law, promptly notify the Disclosing Party of any such order, directive or obligation.
Marketing Use
Customers agree that Rechain may cite or mention the name and use the logo of Customers for Rechain’s general marketing purposes (e.g. on the Site, social media and marketing materials) or case study purposes.
Disclaimers
These Terms set out the full extent of Rechain’s obligations and liabilities in respect of the Site, Platform and Services. Rechain provides the Site, Platform and Services on an "as is" and "as available" basis. Customers agree that use of the Site, Platform and/or Services is at their sole risk. Rechain expressly disclaims all warranties of any kind, including, but not limited to, (i) the implied warranties of merchantability, (ii) fitness for a particular purpose and non-infringement, (iii) security, reliability, performance and accuracy of the service, (iv) that the Site, Platform and/or Services will be continuous, uninterrupted, free of harmful code and/or error-free, (v) the accuracy or truthfulness of any content or Customer’s Content, and (vi) the truth or accuracy of tracking events, performance indicators or other content made available via the Site or Platform. No advice or information, whether oral or written, obtained from Rechain or through the Site or Platform will create any warranty not expressly made herein. In particular, Rechain expressly disclaims all warranties of any kind related to Customer’s production monitoring and its results or efficiency (e.g. Rechain shall not be responsible for any specific issue, quality issue, delay in the process or any situation where Rechain is unable to correctly obtain updates of the production process due to the lack of collaboration/communication with specific manufacturer).
Rechain has no responsibility whatsoever for any arrangements that Customers make with any third party as a result of using the Site, Platform and/or Services. If any Customers are dissatisfied with the Site, Platform and/or Services, or do not agree with any part of these Terms, or have any other dispute or claim with or against Rechain with respect to these Terms or the Site or Platform, Customers’ sole recourse is to discontinue use of the Site, Platform and/or Services.
Exclusion and Limitation of Liability
To the fullest extent permitted by law, in no event shall Rechain be liable for any direct, indirect, incidental, special, punitive, exemplary or consequential damages or any damages or losses of any kind in any manner in connection with or arising out of these terms or the Site, Platform, Services or content, regardless of the form of action or the basis of the claim or whether or not we have been advised of the possibility of such damages, including, without limitation, damages for loss of profits or opportunity, business interruption or any other commercial damages or losses. In the event that applicable law does not allow the exclusion of warranties stated herein or the limitation of liability stated herein, then Customers expressly agree that in no event will Rechain’s liability for any claim or damages hereunder exceed the aggregate amounts paid by the relevant Customer to Rechain in respect of the Services that is the subject of that customer’s claim.
Indemnity and Release
Customers hereby agree to indemnify and hold harmless Rechain, including its directors, officers, employees, or agents (“Indemnified Parties”) from and against any claims, actions, suits, proceedings, damages and/or liabilities whatsoever made against the Indemnified Parties arising from the Customers’ use of the Site, Platform, Services, Content and/or performance of Customers’ duties and obligations under these Terms where such claims, actions, suits, proceedings, damages and/or liabilities arise from the gross negligence, willful misconduct or breach of these Terms by the Indemnified Parties.
Term, Suspension and Termination
The agreement between Rechain and each Customer under these Terms shall take effect upon the earlier of (a) the Customer’s commencement of the use of the Platform and/or Services, or (b) registration of an Account, or (c) execution of a written agreement with Rechain for subscription of the Services, and will remain in full force and effect for as long as the Customer is (i) subscribed to some or all of the Rechain services or otherwise (ii) uses the Site, Platform and/or Services.
In addition to any other express termination right set forth elsewhere in these Terms, Rechain may in its absolute discretion immediately suspend, discontinue or terminate a Customer’s access to and/or use of the Site, Platform, Services and/or its Account under these Terms in the event of any actual or suspected breach of any provisions under these Terms, with or without notice at any time without incurring any liability whatsoever to the Customer or any third party. In this instance, Rechain reserves the right to remove and discard data in and content of the Customer’s Account. Any suspected fraudulent, abusive or illegal activity that may be grounds for such suspension, discontinuance or termination may be referred to the appropriate law enforcement authorities.
Upon termination of the agreement with a Customer pursuant to these Terms: any sum owing or due to Rechain shall be immediately payable, and Customer shall immediately cease all use of any Services or Provider Materials and the Customer’s access rights to the Platform and/or Services and other rights hereunder shall terminate. All provisions of these Terms which, by their nature, should survive termination, shall survive termination, including but not limited to ownership provisions, warranty disclaimers, confidentiality, and limitations of liability.
Relationship of Parties
Nothing retained herein shall be read as constituting a joint venture, partnership or agency between a Customer and Rechain. None of the Parties hereunder may make or aim to make any representations, warranties or undertakings for the other Party.
Notices
Any notice or other communication in connection with these Terms shall be in writing in English and shall be sent to:
To Rechain:
Email: contact@rechain.co
To Customer:
Email: as registered with the Customer's Account
Governing Law and Jurisdictions
Irrespective of the country from which Customers access or use the Site, Platform and/or Services, to the extent permitted by law, these Terms and Customers’ use of the Site, Platform and/or Services shall be governed in accordance with the laws of State of Delaware, USA without regard to choice or conflicts of law principles, and Customers hereby agree to submit to the exclusive jurisdiction of the courts of State of Delaware to resolve any claims or disputes which may arise in connection with these Terms.
