Terms and Conditions
These Terms and Conditions, together with any schedules, annexes, or appendices, establish the agreement (“Agreement”) between you (“Customer” or “you”) and Regly (“Service Provider”, “we”, “us”, “our”). The terms govern the mutual relationship between the Parties (collectively referred to as the “Parties” or individually as a “Party”) and the use of Regly’s services (the “Services” or “Platform”).
BY USING THE REGLY SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT.
IF YOU DO NOT AGREE WITH THESE TERMS, WHETHER IN FULL OR IN PART, YOU ARE NOT ENTITLED TO USE THE REGLY PLATFORM.
1. DEFINITIONS AND INTERPRETATIONS
In these Terms and Conditions, the following definitions shall apply:
“Affiliate” means any entity that directly or indirectly controls is controlled by, or is under common control with a Party to this agreement. Control, for the purposes of this definition, means either the power to direct the management or affairs of the entity or ownership of 50% or more of the voting securities of the entity.
“API” means the Service Provider's application programming interface, which consists of a set of functions and procedures that enable the submission of requests for access to the features and functionalities of the System, as well as communication between the Regly Platform and the Customer’s Platform.
“Authorized Users” means the Customer’s and its Affiliates’ employees and contractors that are acting on behalf of the Customer and for its benefit.
“Business Purpose” means the specific, authorized use for which the Customer is allowed to access and use the Regly Platform and/or Services. To clarify, the Customer may utilize the Regly Platform and/or Services for lawful activities such as remote identity verification, fraud prevention, compliance with Anti-Money Laundering (AML) and Countering the Financing of Terrorism (CFT) laws and regulations, internal risk management, due diligence, and other similar legitimate purposes.
“Content” means any information, text, graphics, or other materials uploaded, downloaded, or appearing as part of the Regly Platform and/or Services.
“Confidential Information” means information disclosed by (or on behalf of) one Party to the other Party in connection with or in anticipation of this Agreement (including the content of this Agreement) that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was lawfully given to the recipient by a third party.
“Effective Date” means the date on which the Customer: (i) expresses its consent to be bound by these Terms and Conditions via the Website; or (ii) starts using or otherwise accesses the Services and/or the Platform in the absence of a commercial agreement in force between the Parties, (whichever is earlier).
“Export Controls and Sanctions Laws” means any relevant laws, regulations, orders, directives, licenses, and requirements related to export control, trade, or financial sanctions imposed by any governmental or other competent authority with jurisdiction over activities conducted under this Agreement. This includes, but is not limited to, laws and regulations of the United Kingdom, European Union, United Nations, and United States, each of which is referred to as a "Sanctions Authority."
“Fees” means the fees payable by the Customer for the Services.
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in Confidential Information (including Know-How and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Order Form” means any Regly documentation used to place an order, including online sign-ups or subscription processes, that references this Agreement, along with any underlying exhibits or statements of work.
“Personal Data” - means any data collected by the Regly Service on behalf of the Customer and any data or content that the Customer provides to the Regly Services, including Authorized Users’ account information.
“Regly Service” means the proprietary software-as-a-service product(s) specified in the Order Form.
“Website”: https://www.regly.ai/
2. ACCOUNT REGISTRATION AND USE RIGHTS
2.1 Account Registration. The Customer and its Authorized Users may need to register for a Regly account to place orders or access the Services. Accounts are created for individual Authorized Users and must not be shared with other.
3. CUSTOMER OBLIGATIONS AND RESTRICTIONS
3.1 Customer Obligations. The Customer agrees to:
(i) maintain a privacy policy that complies with applicable laws;
(ii) provide all necessary disclosures to its End Users and secure the required rights, permissions, and consents to enable the use of the Services and the collection, use, and disclosure of Personal Data as outlined in this Agreement; and
(iii) utilize the Services in accordance with all applicable laws and regulations.
3.2 Customer Restrictions. The Customer shall not:
(i) use the Services for purposes other than the authorized Business Purpose;
(ii) use the Services in any manner likely to damage the Service Provider’s reputation or bring it into disrepute;
(iii) engage in any action or omission that could compromise the integrity, security, or functionality of the Services;
(iv) sell, transfer, sublicense, commercially exploit, or otherwise share with or use for the benefit of any third party the content of the Services;
4. PERMITTED USE AND INTELLECTUAL PROPERTY RIGHTS
4.1 Intellectual Property. The Customer acknowledges and agrees that all Intellectual Property Rights in the Platform and Services are owned by the Service Provider or its licensors, as applicable. The Customer has no rights or interests in the System or Services other than those explicitly granted under these Terms and Conditions. The Customer further undertakes, both during the Term and thereafter, not to challenge the Intellectual Property Rights of the Service Provider or its licensors, nor to assist any third party, directly or indirectly, in doing so.
4.2 Use of Regly Services. Subject to clause 4.1, the Service Provider grants the Customer a revocable, worldwide, non-exclusive, non-transferable, and non-sublicensable license to use the Platform and Services solely for the Business Purpose, for the duration of the Term, and in strict compliance with these Terms and Conditions.
4.3 General Restrictions. The Customer must not and must not allow any third party to: (i) modify, adapt, translate, process, reverse engineer, rearrange, or otherwise alter or create derivative works from any component of the Regly Service and/or the Platform; (ii) reproduce or utilize the results obtained from any such prohibited activities; (iii) rent, copy, transfer, resell, sublicense, lease, time-share, distribute, or otherwise grant third-party access to any part of the Regly Services (except Authorized Users); (iv) access the Regly Services and/or the Platform to create a competing product or service, or to replicate its features or user interface; or (v) alter or hide any proprietary or other notices included in the Regly Services and/or the Platform, including any reports or outputs generated from the Regly Services and/or the Platform.
4.4 Use Rights. The Customer must treat all user IDs, passwords, and access credentials (such as API tokens) as strictly confidential and not share them with unauthorized individuals. If an Authorized User leaves the Customer’s organization, the Customer must promptly revoke that user’s access to its account and any Regly Service.The Customer is accountable for all actions performed using its accounts or those of its Authorized Users, including the use of passwords or access credentials. Any security breaches or unauthorized use of the account must be reported to Regly immediately. Personal data provided during account creation will be handled in accordance with Regly's Privacy Policy (available at https://www.regly.ai/privacy-policy). The Customer is responsible for ensuring that this information remains accurate and up-to-date so Regly can send notices, statements, and other communications via email or through the Customer's account.
4.5 New Releases and Free Access Subscriptions. Regly may offer the Customer access to Regly Services either for free or on a trial basis (each referred to as a 'Free Access Subscription') or provide 'alpha,' 'beta,' or other early-stage versions of Regly Services, integrations, or features ('New Releases'), which the Customer may choose to use at their discretion. Regly does not guarantee that future versions of New Releases or Free Access Subscriptions will be made available or offered under the same commercial or other terms. Regly reserves the right to terminate the Customer’s use of any Free Access Subscription or New Release at any time, at its sole discretion, without liability. THE CUSTOMER ACKNOWLEDGES THAT NEW RELEASES MAY BE INCOMPLETE, MAY NOT BE FULLY FUNCTIONAL, AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, OR OTHER ISSUES FOR WHICH REGLY ACCEPTS NO RESPONSIBILITY. ACCORDINGLY, THE CUSTOMER AGREES THAT USE OF NEW RELEASES IS AT THEIR OWN RISK, REGARDLESS OF ANY CONTRARY PROVISIONS.
4.5 New Versions. The Service Provider may, at any time and without prior notice, release New Versions of the Services. The Customer agrees to implement such New Versions promptly upon release. Failure to update to the New Version within 60 days of receiving notification from the Service Provider shall be deemed a breach of these Terms and Conditions under clause 7.2. The Service Provider will not be held liable for any issues, including incorrect operation, unavailability, or other deficiencies in the System, arising from the Customer’s failure to fulfill its obligations under this clause in a timely manner.
5. FEES AND PAYMENT
5.1 Fees.The Customer agrees to make all payments in the currency and within the payment period outlined in the applicable Order Form. All Fees are exclusive of Taxes, which Regly will apply to its invoices at the applicable rate, where required. Unless expressly stated otherwise in this Agreement, all payments are non-refundable, non-creditable, and payment obligations cannot be canceled.The Customer will pay each invoice issued by Regly in full within thirty (30) days from the invoice date. The Customer may not withhold payment of any invoice or amount owed to Regly on the basis of any set-off, counterclaim, or any other reason.
5.2 Overdue Payments. Regly reserves the right to suspend or restrict the Customer’s access to the Services and/or the Platform if any payments owed by the Customer are overdue, with such suspension or restriction remaining in effect until the full outstanding amount is received. In such event, and if the Customer does not settle the outstanding amount within ten (10) business days of receiving written notice, Regly may charge a late fee. This fee will be calculated as either 1.5% per month or the maximum rate allowed by applicable law, whichever is lower.
5.3 Disputes. The Customer may dispute any invoice in good faith by providing written notice to the Service Provider within twenty (20) days from the invoice date and will cooperate in a reasonable manner to resolve the dispute. If the dispute is not resolved within ten (10) days after the Customer’s notice, both Parties are entitled to pursue any legal or equitable remedies available under this Agreement, regardless of any terms in this Agreement that may limit such remedies in the case of a payment dispute.
5.4 Adjustments. The Service Provider may adjust the Fees once per contract year on the anniversary of the Effective Date to account for the annual rate of inflation. The adjustment will be based on the Retail Price Index published by the Office for National Statistics or another nationally recognized index reasonably designated by the Service Provider. The revised Fees will become the new applicable Fees and may be subject to further adjustment in subsequent contract years.
6. TERM AND TERMINATION
6.1 Term. This Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) months starting from the Effective Date (cumulatively, the “Initial Term”).
6.2 Renewal. After the Initial Term, the Agreement will automatically renew for additional twelve (12) month periods (each a “Renewal Term”), unless either Party provides written notice of termination at least thirty (30) days prior to the expiration of the current term. Such termination will take effect at the conclusion of either the Initial Term or the applicable Renewal Term. Together, the Initial Term and any Renewal Terms are referred to as the “Term.”
7.3 Termination for Cause. Without limiting any other rights or remedies available to either party, either party may suspend, terminate, or partially terminate this Agreement without liability to the other party by providing notice to the other party immediately in the following circumstances:
7.3.1 If the other party fails to make a payment due under this Agreement by the specified due date and remains in default for at least 30 days after receiving written notice demanding payment; or
7.3.2 (i) If the other party commits a material breach of this Agreement that cannot be remedied; or (ii) if the other party commits a material breach that is subject to remediation but fails to cure the breach within fourteen (14) days after receiving written notice of the breach; or
7.3.3 If the other party enters into an arrangement or composition with its creditors, is placed into administration, receivership, or administrative receivership, becomes bankrupt or insolvent, is dissolved, or otherwise ceases to provide any Services; or
7.3.4 If an event analogous to the above occurs in any jurisdiction where the other party is incorporated, resides, conducts business, or holds assets; or
7.4.5 If a change in applicable law requires such action.
7.2. Material breach. If the Customer terminates this Agreement due to Regly's material breach, Regly will refund any unconsumed prepaid Fees on a pro-rata basis. If Regly terminates this Agreement due to the Customer’s material breach, Regly will be entitled to retain the Fees until the end of the relevant payment period. Payment obligations will remain in full effect during any period of suspension by Regly for material breach. Upon termination of this Agreement, the accrued rights and liabilities of the Parties as of the termination date, as well as any provisions that are expressly stated to survive or are implicitly intended to survive termination, will remain unaffected.
7.3. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 2 (Account Registration and Use); 4.5 (New Releases and Free Access Subscriptions), 5 (Fees and Payment), 6 (Term and Termination), 8.2 (Disclaimer of Warranty), 8.3 (Fair Credit Reporting Act); 9 (Indemnification); 10 (Limitation of Liability); 11 (Confidential Information); 12 (Data Protection) and 13 (General).
8. REPRESENTATIONS AND WARRANTIES
8.1 The Customer warrants, represents, and covenants that:
i) it is properly incorporated, organized, and exists in compliance with applicable law;
(ii) it possesses the necessary capacity, authority, and legal right to enter into, execute, and deliver these Terms and Conditions, to carry out the transactions outlined herein, and to fulfill its obligations and commitments under this Agreement;
(iii) it has undertaken all required corporate actions to authorize and approve the execution and delivery of these Terms and Conditions, the completion of the transactions specified, and the fulfillment of its obligations as set forth herein;
(iv) neither it, nor its Affiliates or Authorized Users, are included on any government list of prohibited or restricted entities, nor are they located in or nationals of any country subject to government sanctions or identified as a "terrorist-supporting" country by the government; and
(v) it will adhere to all relevant anti-corruption laws in the countries where the Services are provided, including the provisions of the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act of 2010, and any amendments to these laws.
8.2 Disclaimer of warranty. NO CONDITIONS, WARRANTIES, OR OTHER TERMS APPLY TO THE SERVICES UNDER THESE TERMS AND CONDITIONS, EXCEPT FOR THOSE EXPLICITLY STATED HEREIN. THE SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR CONFORMITY WITH DESCRIPTION, WHETHER ARISING BY LAW, THROUGH COURSE OF DEALING, OR OTHERWISE.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE SERVICE PROVIDER MAKES NO GUARANTEES THAT THE SERVICES OR RELATED TECHNOLOGIES WILL BE COMPLETELY ERROR-FREE OR FREE FROM DEFECTS.
THE CUSTOMER ACCEPTS THAT THE SERVICE PROVIDER BEARS NO RESPONSIBILITY FOR INACCURACIES, OMISSIONS, OR ERRORS IN THE SERVICES RESULTING FROM DATA PROVIDED BY THE CUSTOMER OR THIRD PARTIES. THIS INCLUDES INSTANCES WHERE THE SERVICES MAY BE RESTRICTED, SUSPENDED, OR DISCONTINUED DUE TO FACTORS BEYOND THE SERVICE PROVIDER’S CONTROL.
8.3 Fair Credit Reporting Act. THE SERVICE PROVIDER IS NOT A CONSUMER REPORTING AGENCY, AND THE INFORMATION DELIVERED THROUGH THE SERVICES DOES NOT QUALIFY AS A "CONSUMER REPORT" UNDER THE FAIR CREDIT REPORTING ACT (15 U.S.C. § 1681 ET SEQ). THE SERVICES ARE SPECIFICALLY DESIGNED TO SUPPORT THE CUSTOMER’S ANTI-FRAUD MEASURES, CUSTOMER DUE DILIGENCE, AND IDENTITY VERIFICATION PROCESSES. THEY ARE BASED ON INFORMATION NOT COLLECTED FOR THE PURPOSE OF DETERMINING A CONSUMER’S ELIGIBILITY FOR CREDIT, INSURANCE, EMPLOYMENT, OR FOR PERSONAL, FAMILY, OR HOUSEHOLD USE.
9. INDEMNIFICATION
The Customer will indemnify, defend, and hold harmless Regly and its respective officers, shareholders, directors, personnel, successors, and assigns (and keep them indemnified on a full indemnity basis) from and against any third party claims, actions, suits, or proceedings, as well as any resulting judgments, settlements, liabilities, damages, losses, costs, and expenses (including, but not limited to, attorneys' fees and legal expenses), arising out of or relating to the Customer’s use of the Services or the Customers performance under these terms and conditions (collectively, “Claims”), provided and to the extent that such Claims are not due to any breach of this Agreement by Regly.
10. LIMITATION OF LIABILITY
10.1 Scope of Liability. SUBJECT TO CLAUSE 10.2, THIS CLAUSE 10 OUTLINES THE FULL EXTENT OF EACH PARTY'S FINANCIAL LIABILITY (INCLUDING LIABILITY FOR THE ACTIONS OR OMISSIONS OF THEIR EMPLOYEES, AGENTS, AND SUBCONTRACTORS) IN RELATION TO: (A) ANY BREACH OF THIS AGREEMENT; (B) ANY USE BY THE CUSTOMER OF THE SERVICES; AND (C) ANY REPRESENTATION, STATEMENT, TORT (INCLUDING NEGLIGENCE), OR BREACH OF STATUTORY DUTY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
10.2 Unlimited liability. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES EITHER PARTY'S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) WILLFUL MISCONDUCT; (D) THE PAYMENT OF SUMS PROPERLY DUE AND OWING TO THE OTHER PARTY AS PART OF THE NORMAL PERFORMANCE OF THIS AGREEMENT; OR (E) ANY LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW.
10.3 Excluded Damages. SUBJECT TO CLAUSES 10.1 AND 10.2, NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) FOR: (A) LOSS OF PROFIT; (B) LOSS OF ANTICIPATED SAVINGS; (C) LOSS OF BUSINESS OPPORTUNITY; (D) LOSS OR CORRUPTION OF DATA; (E) LOSS OF REPUTATION OR GOODWILL; OR (F) SPECIAL, INDIRECT, OR CONSEQUENTIAL LOSSES, SUFFERED OR INCURRED BY THE OTHER PARTY (WHETHER OR NOT SUCH LOSSES WERE FORESEEABLE AT THE TIME OF ENTERING INTO THIS AGREEMENT). REGLY WILL NOT BE LIABLE FOR ANY LOSS OR CORRUPTION OF DATA OR INFORMATION, UNLESS SUCH LOSS WAS CAUSED BY A BREACH OF THESE TERMS AND CONDITIONS BY THE SERVICE PROVIDER.
10.4 Liability Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION, OR OTHERWISE, ARISING FROM THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNT PAID OR PAYABLE FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT TRIGGERED THE FIRST CLAIM.
10.5 Customer Responsibility. SUBJECT TO CLAUSE10.2, THE CUSTOMER ASSUMES FULL RESPONSIBILITY FOR WORKFLOWS AND CONCLUSIONS DRAWN FROM THE USE OF THE SERVICES.
11. CONFIDENTIAL INFORMATION
11.1 Confidentiality. Each party shall (i) keep the other party's Confidential Information strictly confidential and disclose it to third parties only as expressly allowed under this Agreement; and (ii) use the Confidential Information exclusively to perform its obligations and exercise its rights as set forth in this Agreement.
11.2 Exclusions. Each party recipient of Confidential Information shall not disclose it except to employees, affiliates, or professional advisors who need access to the information and have agreed in writing (or, in the case of professional advisors, are otherwise bound) to maintain its confidentiality. Disclosure may also be made to third-party service providers, but only to the extent necessary to fulfill the purpose of the Agreement. The recipient must ensure that these individuals and entities use the Confidential Information solely to exercise rights and fulfill obligations under the Agreement and maintain its confidentiality. Confidential Information may also be disclosed when required by law or when reasonably necessary for the defense of a legal claim, including in response to pre-action protocols (such as a letter before claim) or during settlement discussions. Before making any such disclosure, the recipient shall, to the extent permitted by applicable law, provide the discloser with reasonable prior notice, sufficient to allow the discloser to seek protective measures such as confidential treatment, a protective order, or similar remedies.
11.3 Remedies. The parties recognize that the disclosure of Confidential Information could result in significant harm, for which monetary damages may not provide an adequate remedy. Therefore, in the event of a breach of this Section, each Party shall have the right to seek appropriate equitable relief, in addition to any other remedies available under the law.
12. DATA PROTECTION
12.1 Data Safeguards. Regly commits to safeguarding personal data received under this Agreement in accordance with the provisions outlined in Regly’s Privacy Policy (available at https://www.regly.ai/privacy-policy).
12.2 Authorized Data Use. The Customer authorizes the Service Provider to utilize personal data transferred under these Terms and Conditions for the following purposes: (i) enhancing and testing the Services and/or System to improve fraud detection and prevention capabilities, including through artificial intelligence (e.g., machine learning models); (ii) fulfilling obligations under these Terms and Conditions and delivering a competitive service; (iii) identifying, monitoring, flagging, and reporting potentially fraudulent activities or suspicious behavior indicative of illicit activity; (iv) creating anonymized and/or aggregated statistical reports and conducting research; and (v) generating and retaining audit log records and reports in line with internal information security and data protection protocols.
12.3 Data Retrieval and Deletion. Upon termination of this Agreement for any reason, the Service Provider shall: (i) at the Customer’s written request, and provided the Customer is not in breach of this Agreement at the time of termination, enable the Customer to retrieve all Personal Data related to its Applicants stored in the Customer’s dedicated Dashboard account, free of charge, within 30 days following the termination date; and subsequently, (ii) delete all such Personal Data from the System, unless the Service Provider is permitted or required to retain it under this Agreement or applicable laws and regulations, or unless otherwise agreed between the Parties.
13. GENERAL
13.1 Governing Law; Jurisdiction and Venue. This Agreement, along with any disputes or claims arising from or related to it, shall be governed by the laws of the State of Florida (USA), without regard to choice or conflict of law principles. Any actions arising under this Agreement shall be brought exclusively in the courts situated in Miami, Florida (USA), and both parties agree to submit to the exclusive jurisdiction of these courts.
13.2 Assignment. This Agreement applies to and is enforceable by each party and their respective permitted successors or assigns. Assignments of this Agreement are not allowed without prior written approval from the other party, except in situations where a party undergoes a merger, acquisition, restructuring, or a sale of most or all of its assets or voting interests, in which case no such consent is required. Any unauthorized transfer or assignment will have no legal effect and shall be considered invalid.
13.3 Notices. Each party consents to receiving electronic notices in English. The Customer will send notices to the Service Provider at contact@regly.ai, and the Service Provider shall send notices to the email address specified in the most recent Order Form between the parties. Each party is responsible for notifying the other of any updates to their designated notice email address.
13.4 Relationship of the Parties. Unless explicitly stated otherwise in this Agreement, no provision shall be construed to establish an agency relationship, partnership, or joint venture of any nature between the parties. Neither party is authorized to act on behalf of or represent the other in any capacity, nor to enter into commitments, make representations, or create obligations that bind the other party in any manner.
13.5 Force Majeure. Neither party will be held responsible for delays or failure to perform its obligations under this Agreement if caused by events beyond its reasonable control, such as natural disasters, government actions, strikes, war, acts of terrorism, reduction of power or other unforeseen events. If such an event occurs, the affected party will notify the other party as soon as possible and take reasonable steps to minimize the impact.
13.6 Export Control and Sanctions Laws. The Parties will comply with all relevant export control and sanctions laws.
13.7 Waiver. A failure or delay in exercising any right or remedy under this Agreement shall not be considered a waiver of that right or remedy, nor of any other right or remedy.
13.8 Amendments. Regly reserves the right to update this Agreement at any time by posting the revised version on your 'Live' dashboard account or by notifying you in accordance with clause 13.3 For any material adverse changes to this Agreement, we will provide advance notice. Subject to this advance notice for significant changes, the updated terms will become effective once posted or, if communicated by email, as specified in the email. By continuing to use the Services after the effective date of any amendments, the Customer agrees to be bound by the updated terms. It is the Customer’s responsibility to regularly check its 'Live' dashboard account for any changes to this Agreement. The last modification date is indicated at the beginning of this Agreement.
13.9 Severability. If any provision of this Agreement (or part of any provision) is found by any court or other competent authority to be invalid, illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.
13.10 No Third-Party Rights. Nothing in this Agreement grants any third party the right to enforce any of its provisions.
13.11 Entire Agreement. This Agreement constitutes the entire agreement between the parties and replaces any prior agreements, arrangements, or understandings related to its subject matter. Each Party acknowledges that, in entering into this Agreement, it has not relied on any oral or written statements, warranties, assurances, representations, or undertakings made by or on behalf of the other party regarding the subject matter of this Agreement prior to its execution, except those explicitly stated within this Agreement. For the avoidance of doubt, the Customer confirms that it understands its business needs and has independently determined that the Services will meet those needs.