Updated January 29, 2023


Your use of the ClientManager platform, the associated software and support, (collectively the “Services) provided by REYESCO LLC and its affiliates (“ClientManager” the “Company” “we” or “us”) is conditioned upon your compliance and acceptance of these Terms of Service (the “Terms”). Visitors who create an account and their authorized users are referred to as the “Client” or” you” as applicable.  By using the Services, you agree to be bound by these Terms and accept the terms of our Privacy Policy (on behalf of yourself or the entity you represent).


You agree that you are at least 18 years of age and are legally able to enter into a contract. If you are agreeing to these Terms on behalf of an organization or entity, you represent that you are authorized to agree to these Terms on behalf of such entity and bind them to these Terms.


1. SERVICES AND SUPPORT


SAAS SERVICES: Subject to these Terms, Company will provide Client with a subscription to use the Services in accordance with the Terms.


TEMPLATE DOWNLOADS: By using the forms and templates available on the ClientManager website and/or platform (https://ClientManager.com) (“Templates”), the Client acknowledges and agrees that the Company is not providing financial  advice or acting as a consultant with respect to the creation or use of the Templates, and that the Company’s provision of such Templates does not constitute consulting Services. The Company does not guarantee that the Templates are customized for the Client’s particular needs nor applicable to the relevant jurisdiction.


2. SUBSCRIPTION PLANS, RENEWALS AND PAYMENT


The Company may make available trial offers for the limited use of the Services (each, a “Trial Offer”) to Clients who submit the required information, all on the terms determined by the Company.  Clients may be asked prior to the Trial Offer to provide a valid credit card as a payment method, to be used by the Company after the termination of the Trial Offer, on the terms set out herein.


Following the Trial Offer, the Client will be asked to select its package of choice. By doing so, the Client authorizes the Company to charge its credit card with a recurring monthly or annual package fee, as applicable. The credit card charges shall commence immediately upon selection of the package and provision to the Company of the credit card details.


All selected plans shall automatically renew unless canceled by the Client, in accordance with these Terms. Should a Client wish to cancel or alter its selected package, it shall notify the Company of such intention. Any changes in fees shall be adjusted accordingly and charged to the Client in the following credit card charge. Selected plans may be canceled at any time during the month or year as applicable, however, refunds are not available.


Company reserves the right to change the fees from time to time effective only on upcoming renewals and not retroactively. Company shall provide notice by posting new fees on the website. Client shall be responsible for all taxes associated with its use of the Services except for U.S. taxes based on Company’s income.


Any inquiries should be directed to support@ClientManager.com


3. RESTRICTIONS AND RESPONSIBILITIES


Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.


Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment.


4. CONFIDENTIALITY; PROPRIETARY RIGHTS


Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Client includes non-public data provided by Client to Company to enable the provision of the Services (“Client Data”). Client Data shall include any  documents uploaded by Client to the Service. The Receiving Party agrees: (i) to take reasonable precautions consistent with industry standards to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information other than to its or its affiliates’ officers, directors, employees, contractors or consultants, who reasonably require such access in connection with the provision of the Services and are directed to comply with the provisions of this Section 3.1 (“Representatives”). The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public other than as a result of disclosure in violation of this Agreement by the Receiving Party or its Representatives, (b) was in its possession or known by it or its Representatives prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it or its Representatives without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. The Receiving Party shall be liable for any breaches of this Section 3.1 by its Representatives, and any such breach shall be deemed a breach by Receiving Party hereunder.


Client shall own all right, title and interest in and to the Client Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.


Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies; provided, however, that with respect to Client Data, Company shall only have the right to collect and analyze anonymized and/or statistical information. Company will be free (during and after the term hereof) to (i) use such anonymized information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.


5. TERM AND TERMINATION


These Terms are effective unless and until terminated by either party. Client may terminate use of the Service in accordance with Section 2. Company is also free to terminate (or suspend access to) Client’s use of the Service or account, for any reason in its discretion, including Client’s breach of these Terms.


If Client cancels its subscription for any reason, Client will pay in full for the Services up to and including the last day on which the Services are provided and use rights granted to the Client with respect to the Services will immediately terminate thereafter. Upon any termination, Company will make all Client Data available to Client for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Client Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.


6. WARRANTY AND DISCLAIMERS


Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.


EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Client AGREES AND UNDERSTANDS THAT THE SERVICE OFFERS GENERAL AND/OR STATISTICAL INFORMATION ABOUT DOCUMENTS AND DOES NOT PROVIDE ANY ADVICE. THE COMPANY IS NOT A LAW FIRM AND NEITHER THE EMPLOYEES OF THE COMPANY NOR ITS CONSULTANTS ARE REPRESENTING THE Client OR ACTING AS THE Client’S ATTORNEY. Client’S USE OF THE SERVICE DOES NOT CREATE AN ATTORNEY-ClientManager RELATIONSHIP BETWEEN Client AND THE COMPANY OR ANY OF ITS EMPLOYEES OR CONSULTANTS.


It is the responsibility of the Client to review all contracts returned to it by the Company through the Services prior to final execution with the counter party in order to confirm that such documents reflect the Client’s  needs and are suitable for its purposes.


For contracts with foreign jurisdictions outside of the USA: Since the Services retained by Client are provided by the Company by virtue of a USA license, the Client acknowledges that for contracts that are governed by laws outside of the USA, the Company will provide the Services but is unable to provide Services such as negotiation with the other party on your behalf. In such case, the Company recommends that the Client consult with local counsel who specializes in the relevant jurisdiction.


Any questions should be directed to support@ClientManager.com.


7. CONFLICT OF INTERESTS


ClientManager understands that other Clients of the Company’s other offerings or other Clients could be on the other side of a transaction. The Company has implemented processes and procedures to address potential conflict of interest situations, including where two of the Company’s Clients are on opposing sides of a contract provided to the Company for review. Client acknowledges that it has read and understands the Company’s Conflict of Interest Policy.   Any questions in this regard should be directed to support@ClientManager.com.


8. LIMITATION OF LIABILITY


NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY Client TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


9. GENERAL


Severability: If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.


Assignment: This Agreement is not assignable, transferable or sublicensable by Client except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.


Entire Agreement: These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.


Independent Contractors: No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority of any kind to bind Company in any respect whatsoever.


Case Study: Company may publish a case study about Client’s use of the Company’s Services, the final version of such case study to be subject to Client’s approval, which shall not be unreasonably withheld, and in accordance with its brand policy and guidelines.


Costs: In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.


Electronic Communication: All notices and communication provided in connection with the Service, including, but not limited to, notices and communications related to the delivery of the Service shall be via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Service. All such form of electronic communications provide to the Client electronically shall satisfy any requirement that such notice or communications be in writing or be delivered in a particular manner. Accordingly, the Client agrees to keep all account contact information up to date.


Governing Law: This Agreement shall be governed by the laws of the State of Virginia without regard to its conflict of laws provisions. Any claim, counterclaim, proceeding or dispute of any kind or nature whatsoever, arising out of these Terms shall be decided exclusively in the courts of the State of Virginia located in the City and County of Loudoun or in the United States District Court for the Virginia, which courts shall have exclusive jurisdiction over the adjudication of such matters, and the Company and Client consent to the jurisdiction and venue of such courts.


Changes to these Terms: The Company is entitled, in its sole discretion, to update, amend or replace any part of these Terms. The Client shall be responsible to check the website for any changes. If the changes include material changes that affect the Client’s rights or obligations, the Company shall notify the Client of such changes by Electronic Communication. The continued use of the Service following the effective date of any changes to these Terms constitutes acceptance of those changes. If the Client does not agree to the new Terms, the Client may not use the Service.