REEF MARKETPLACE AGREEMENT
Last Updated: 2022-08-15
Welcome to REEF Marketplace. This REEF Marketplace Agreement (“Agreement”) governs Participant’s access to, use of, and transactions made through REEF Marketplace and is made between Participant and REEF. BY REGISTERING FOR OR USING REEF MARKETPLACE, PARTICIPANT AGREES TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY APPLICABLE SERVICE TERMS AND REEF MARKETPLACE POLICIES. As used in this Agreement, “Participant,” “you,” and “your” means the entity registering for or using REEF Marketplace, and “REEF” means the applicable REEF Contracting Party and any of its applicable Affiliates.
1. REEF Marketplace.
- Generally. During the Term and subject to the terms of this Agreement, REEF will make available to Participant a variety of tools and services (including online user interfaces) that allow Participant to offer, sell, and buy services and products and to access and use a set of features, services, software, and applications (“REEF Marketplace”). These available services may include licensing or leasing real estate or receiving reporting from REEF. REEF reserves the right to determine all aspects of REEF Marketplace, and may modify, restrict, or discontinue any services, products, features, software, or applications offered through REEF Marketplace at any time without notice. REEF may choose to charge, modify, or stop charging a fee for any service or product in its sole discretion. Participant acknowledges that REEF and its Affiliates may participate in REEF Marketplace to offer, sell, and buy services and products.
- Service Terms and REEF Marketplace Policies. REEF may make available to Participant, through REEF Marketplace, certain services or products that are subject to additional terms and conditions, and if Participant accesses or uses such services or purchases such products, those terms and conditions (the “Service Terms”) (e.g., REEF Network and Property Access Service Terms) will also apply to Participant. Certain policies accessible through REEF Marketplace apply to Participant’s and its users’ use of and access to REEF Marketplace (“REEF Marketplace Policies”). Changes to Service Terms and REEF Marketplace Policies are effective upon their posting. This Agreement incorporates by reference the Service Terms and REEF Marketplace Policies.
2. Buying and Selling on REEF Marketplace.
- Generally. Participant, REEF, and third parties other than REEF may offer, sell, and buy services and products through REEF Marketplace. If Participant sells or buys any services or products to or from these businesses or individuals other than REEF, the actual contract for sale is directly between such seller and buyer, and REEF is not a party to the transaction. REEF does not assume any responsibility or liability for any actions, product, services, or content of sellers or buyers unless otherwise expressly provided in the applicable Service Terms, if any. Participant should carefully review the privacy statements and other conditions of use of the sellers or buyers, as applicable.
- Participant as Seller. When offering or selling a service or product on REEF Marketplace, Participant agrees it assumes full responsibility for the service or product offered or sold and the accuracy and content of the listing.
- Participant as Buyer. When buying a service or product on REEF Marketplace, Participant agrees: (i) it is responsible for reading the full listing before committing to buy and (ii) it is entering into a legally binding contract to purchase the service or product.
3. Participant’s Obligations.
- Accounts. Upon completion of Participant’s registration, a “Marketplace Account” will be created for Participant’s organization. Participant may authorize others to create a “User Account” associated with Participant’s Marketplace Account. Participant is responsible for all activities that occur under its Marketplace Account and any associated User Accounts and must ensure Participant’s users comply with this Agreement (including the confidentiality obligations). Participant is responsible for maintaining the security of the passwords associated with its Marketplace Account and User Accounts and for all activity that occurs under Participant’s Marketplace Account and User Accounts regardless of whether the activities are authorized or undertaken by Participant. REEF may suspend or close any Marketplace Account or User Account at any time.
- Responsibility. Participant is solely responsible for any products or services it offers or sells, its Participant Materials, and its use of REEF Marketplace. Participant is solely responsible for the activities of any of its agents, representatives, contractors, subcontractors, or suppliers in connection with this Agreement (collectively, “Contractors”). Participant will ensure that its Contractors comply with Participant’s obligations under this Agreement.
- Prohibited Activities. In connection with REEF Marketplace, Participant will not: (i) monitor, copy, reproduce, modify, adapt, or create derivative works of REEF Marketplace, (ii) conduct any systematic retrieval of data or other content from REEF Marketplace, like creating a deep-link to REEF Marketplace or accessing REEF Marketplace with any robot, spider, web crawler, extraction software, automated process, or device to scrape, copy, index, frame, or monitor any portion of REEF Marketplace or any content on REEF Marketplace, (iii) transfer, distribute, sell, sublicense, grant access to, or otherwise make available REEF Marketplace to a third party, (iv) incorporate REEF Marketplace into, or use REEF Marketplace in connection with, a product or service that Participate provides to a third party, (v) interfere with or otherwise circumvent mechanisms in REEF Marketplace intended to limit use or attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of REEF Marketplace, the server on which REEF Marketplace are stored, any server, computer, or database connected to REEF Marketplace, or any information or data contained therein or thereon, (vi) attack REEF Marketplace via a denial-of-service attack or a distributed denial-of-service attack, (vii) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to REEF Marketplace, (viii) remove or alter any proprietary or other notices contained in REEF Marketplace, (ix) use REEF Marketplace for competitive analysis or to build competitive products or services, (x) use REEF Marketplace in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of REEF Marketplace, including their ability to engage in real time activities through REEF Marketplace, (xi) transmit malicious code through REEF Marketplace, (xii) encourage or assist any third party to do any of the foregoing, (xiii) fail to pay for services or products it has purchased, (xiv) fail to provide or deliver services or products it has sold, (xv) input or post false, inaccurate, misleading, deceptive, defamatory, or libelous content, or (xvi) infringe or misappropriate the copyright, trademark, patent, publicity, moral, database, or other intellectual property rights or proprietary rights (collectively, “Intellectual Property Rights”) of REEF or third parties.
- Taxes. Participant is responsible, as required under applicable Law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on Participant upon or with respect to the transactions and payments under this Agreement or REEF Marketplace.
4. License to Participant Materials.
Participant grants REEF a worldwide, non-exclusive, royalty-free, fully-paid, and sublicensable right and license to use the Participant Materials in connection with REEF Marketplace; provided, however, that REEF will not alter any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, or other source or business identifier protected or protectable under any laws that Participant provides to REEF via REEF Marketplace in non-text form and separate from any product- or service-specific information or materials (“Participant Trademarks”) from the form provided by Participant (except to re-size to the extent necessary for presentation, so long as the relative proportions of such Participant Trademarks remain the same) and will comply with Participant’s removal requests as to specific uses of Participant Trademarks on REEF Marketplace (provided Participant is unable to do so using standard functionality made available to it).
- Participant agrees to pay REEF all applicable fees and charges REEF calculates for Participant’s use of REEF Marketplace (collectively, “Fees”). Any Fees will be disclosed via REEF Marketplace or as part of the applicable Service Terms or REEF Marketplace Policies.
- REEF may require payment of (a) interest at the rate of 1.5% per month compounded monthly (19.56% compounded annually) or the highest legally permissible rate, whichever is lower, on all amounts not paid when due until all amounts are paid in full and (b) reasonable expenses and attorneys’ fees REEF incurs in collecting late payments that are not disputed in good faith. For any past due amounts, REEF may seek payment or reimbursement from Participant by any lawful means.
- At REEF’s option, REEF may require that Participant pay Fees on a periodic basis (e.g., weekly or monthly) or following the achievement of other thresholds established by REEF. For any amounts Participant owes REEF, REEF may, in addition to REEF’s rights set forth in the Agreement, (i) invoice Participant for amounts due, in which case Participant will pay the invoiced amount by the earlier of the due date or thirty days after the date of the invoice, or (ii) withhold or offset any amounts that are payable by Participant to REEF against any payments REEF or its applicable Affiliate(s) may make to Participant or Participant’s Affiliates. Participant agrees to pay REEF such Fee amounts in the applicable local currency charged or invoiced by REEF, or such other currencies as REEF and Participant mutually agree from time to time. REEF may extend, revise, or revoke credit at any time. Unless otherwise agreed by REEF in advance in writing, Participant may not offset any payment due under the Agreement against any other payment to be made under the Agreement.
6. Representations and Warranties.
- By Participant. Participant represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which the business is organized; (ii) it has all necessary rights, licenses, consents, and authorizations to enter into this Agreement on behalf of itself, to perform its obligations, exercise its rights, and grant the rights and authorizations under this Agreement; (iii) it and its Contractors will at all times comply with all Laws applicable to the performance of its obligations and exercise of its rights under this Agreement; (iv) it and its financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; (v) it will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported, or transmitted, any commodities, software, or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury, or Commerce, the European Union, or any other applicable government authority; and (vi) all information it provides to REEF is true, accurate, and complete, and Participant will promptly update or correct that information if it changes.
- By REEF. The applicable REEF Contracting Party represents and warrants that (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which the REEF Contracting Party is organized; (ii) it is lawfully able to enter into contracts; and (iii) it will comply with all Laws applicable to the performance of its obligations and exercise of its rights under this Agreement.
7. Participant Information, Data, Privacy, and Confidentiality.
- Participant Information; Data. REEF requires Participant to provide information about Participant and its Users to access and use REEF Marketplace, and Participant may need to provide supplemental information to sell or purchase some products or services. Participant will ensure that all information that Participant provides to REEF is at all times accurate and complete. REEF may share information Participant provides (for example, Participant’s organization’s name, addresses, Taxpayer Identification Number) with others in Participant’s organization and third parties to confirm the accuracy of such information and Participant’s eligibility to use REEF Marketplace or certain products or services (for example, to confirm Participant holds a valid license, certification, or credential where required). To enable REEF to improve its services, REEF may share specific information about the products or services Participant purchases through its Marketplace Account with the businesses who provide such products or services. All REEF Marketplace Data is REEF’s exclusive property.
- Confidentiality. In connection with Participant’s access to or use of REEF Marketplace, Participant may receive information which is identified as confidential or that should reasonably be considered confidential (“Confidential Information”). Confidential Information includes the availability, locations, and pricing of the services, products on REEF Marketplace and the sellers, buyers, and partners participating in REEF Marketplace. Participant will take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of Confidential Information, including, at a minimum, those measures Participant takes to protect its own confidential information of a similar nature. Participant may use Confidential Information only in connection with Participant’s use of REEF Marketplace. Participant will not disclose Confidential Information during the term of this Agreement or at any time during the 5-year period following the termination of the Agreement, unless required by law. This obligation applies to all Confidential Information in Participant’s possession, regardless of when or where Participant receives it.
UNLESS OTHERWISE SPECIFIED IN WRITING BY REEF, ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES MADE AVAILABLE TO PARTICIPANT BY REEF OR IN CONNECTION WITH REEF MARKETPLACE ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND REEF MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO SUCH INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES. PARTICIPANT’S USE OF REEF MARKETPLACE IS AT ITS OWN OPTION AND RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, AND UNLESS OTHERWISE SPECIFIED IN WRITING BY REEF, REEF DISCLAIMS ALL WARRANTIES, CONDITIONS, OR OTHER TERMS, EXPRESS OR IMPLIED, AS TO THE PRODUCTS AND SERVICES OFFERED, BOUGHT, AND SOLD AND INFORMATION PROVIDED, INCLUDING ANY IMPLIED WARRANTIES, CONDITIONS, OR OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
- By Participant. Participant will defend, indemnify, and hold harmless REEF, its Affiliates, and its and their directors, officers, employees, representatives, contractors, agents, successors, and assigns from and against any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) in connection with any third-party claim, suit, action, demand, or judgment (“Claim“) arising from or in connection with: (a) any actual or alleged breach of the Agreement by Participant or its Contractors, (b) any unlawful, improper, or negligent use of any product or service offered, sold, or purchased by Participant under the Agreement, or (c) the negligence or willful misconduct of Participant or Contractors.
- By REEF. REEF will defend Participant in connection with any third-party Claim alleging that REEF Marketplace or any component thereof, as provided by REEF, infringes their copyright or patent rights (“Infringement Claim”). If an infringement Claim is made, REEF, at its sole option, may (a) modify REEF Marketplace or procure the necessary rights for REEF Marketplace, so that it is no longer infringing, (b) replace the REEF Marketplace component with a substantially equivalent non-infringing technology, or (c) require Participant to stop using REEF Marketplace. REEF is not responsible for an Infringement Claim arising out of (i) a modification of REEF Marketplace or any component thereof by Participant or its Contractors, (ii) the combination of REEF Marketplace with other intellectual property by Participant or its Contractors, (iii) Participant’s breach of this Agreement, or (iv) the Participant Materials.
- Process. In connection with any Claim described in this Section, the indemnified party will (a) give the indemnifying party prompt written notice of the Claim (provided that any delay in notification will not relieve the indemnifying party of its indemnity obligations except to the extent that the delay impairs its ability to defend), (b) cooperate reasonably with the indemnifying party in connection with the defense and settlement of the Claim, and (c) permit the indemnifying party to control the defense and settlement of the Claim to the extent permitted by applicable Law, provided that the indemnifying party may not settle the Claim without the indemnified party’s prior written consent (which will not be unreasonably withheld or delayed), and provided further that the indemnified party (at its cost) may participate in the defense and settlement of the Claim with counsel of its own choosing. A party’s duty to indemnify under this section is independent from its other obligations under this Agreement.
10. LIMITATIONS OF LIABILITY.
- TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL REEF OR ITS AFFILIATES BE LIABLE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY:
• LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT),
• LOSS OF REVENUE (WHETHER DIRECT OR INDIRECT),
• LOSS OF BUSINESS, OR
• LOSS OR DATA
IN CONNECTION WITH PARTICIPANT’S OFFER, PURCHASE, OR SALE OF ANY PRODUCTS OR SERVICES OR OTHER PARTICIPATION IN REEF MARKETPLACE, EVEN IF REEF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE, RESTRICT, OR MODIFY ANY RIGHT OR REMEDY PARTICIPANT HAS IN STATUTE OR OTHERWISE TO THE EXTENT THAT RIGHT OR REMEDY CANNOT BE EXCLUDED, RESTRICTED, OR MODIFIED UNDER APPLICABLE LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF REEF AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR REEF MARKETPLACE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY PARTICIPANT TO REEF UNDER THIS AGREEMENT DURING THE 6-MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY FIRST AROSE AND (B) TEN THOUSAND (10,000) US DOLLARS.
11. Term; Termination; Survival.
- Term. This Agreement takes effect when Participant registers for or uses REEF Marketplace, whichever occurs first, and continues in effect until Participant or REEF terminates it (the “Term”).
- Termination.REEF may terminate the Agreement at any time by providing notice to Participant’s administrator. Participant may terminate the Agreement at any time by giving REEF notice and closing Participant’s Marketplace Account and each User Account. This Agreement will terminate immediately upon (i) the institution by or against Participant of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of its debts, (ii) Participant’s making an assignment for the benefit of creditors, or (iii) Participant’s dissolution or ceasing to do business.
- Survival.Upon termination, all rights and obligations under the Agreement automatically terminate except for rights of action occurring prior to termination, obligations to pay for services or products purchased by Participant, obligations to provide or deliver services or products sold by Participant, and Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14. Any Service Terms or REEF Marketplace Policies that expressly survive by their terms will also survive termination of this Agreement.
12. Governing Law and Disputes; Governmental Entities.
- North America. To the extent the Elected Country is the United States or Canada, the Federal Arbitration Act, applicable federal law, and the laws of the state of New York will govern this Agreement, without giving effect to any principles of conflicts or choice of laws. To the extent the Elected Country is the United States or Canada, Participant and REEF each consent that any dispute or claim relating in any way to REEF Marketplace or this Agreement will be resolved by binding arbitration. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules (available at www.adr.org or by calling 1-800-778-7879). An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages). Participant may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. Participant and REEF agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If, for any reason, a claim proceeds in court rather than in arbitration Participant and REEF each waive any right to a jury trial. Participant and REEF both agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
- United Kingdom. To the extent the Elected Country is the United Kingdom, the applicable laws of England and Wales will govern this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims). To the extent the Elected Country is the United Kingdom, Participant and REEF each irrevocably agree that the courts of London Court of International Arbitration (LCIA) will have exclusive jurisdiction to try any dispute or claim that arises out of or in connection with REEF Marketplace or this Agreement or its subject matter or formation (including non-contractual disputes or claims). The LCIA Arbitration Rules that are in effect at the time of the filing of the demand (and that are available at: https://www.lcia.org/Dispute_Resolution_Services/LCIA_Arbitration.aspx will apply. The seat of arbitration will be London and the language to be used in the proceedings will be English. Participant and REEF both agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
- Governmental Entities. If Participant is a public sector entity and precluded by law from agreeing to any of the provisions of this section as set forth above, then any disputes with Participant will be governed by the substantive laws of the sovereign under whose laws Participant was formed and the venue for any such dispute will be the venue required by the laws of such sovereign. Similarly, if the laws of such sovereign would result in other provisions in this Agreement being deemed unlawful, void or for any reason unenforceable against Participant, those provisions will not apply to Participant and will be deemed severable from this Agreement. All other provisions in the Agreement remain in full force and effect.
- Entire Agreement. The Agreement, including any Service Terms and REEF Marketplaces Policies, constitutes the exclusive and complete agreement between Participant and REEF. REEF will not be bound by any term, condition, obligation, or other provision which is different from or in addition to the provisions of the Agreement or which may be in any order, receipt, acceptance, confirmation, correspondence or other document, including informational forms REEF completes, signs, or otherwise provides to Participant for its convenience. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. REEF’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of REEF’s right to subsequently enforce such provision or any other provision of this Agreement.
- Modifications. REEF may, at any time in its discretion, change the Agreement by posting such a change on REEF Marketplace or by notifying Participant’s account administrator. PARTICIPANT’S CONTINUED USE OF REEF MARKETPLACE AFTER REEF CHANGES THE AGREEMENT CONSTITUTES PARTICIPANT’S ACCEPTANCE OF THE CHANGES. IF PARTICIPANT DOES NOT AGREE TO ANY CHANGES, PARTICIPANT MAY CANCEL ITS MARKETPLACE ACCOUNT OR REFRAIN FROM USING THE PORTION(S) OF REEF MARKETPLACE IMPLICATED BY SUCH CHANGES.
- Assignment; Successors. Participant may not assign this Agreement without REEF’s prior written consent. REEF may (a) perform any of its obligations or exercise any of its rights under this Agreement through one or more of its Affiliates and (b) assign this Agreement, including all of REEF’s rights and obligations, to an Affiliate or in connection with any merger, reorganization, sale of all or substantially all of REEF’s assets, or any similar transaction. Subject to the limitations in this paragraph, this Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
- Relationship of Parties; Non-Exclusivity; Reservation of Rights. Each party is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship among the parties. Participant will not have any authority to make or accept any offers or representations on REEF’s behalf. Except as expressly set forth in this Agreement, nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will grant Participant any right, title, or interest, implied or otherwise, in or to the Intellectual Property Rights of REEF or its licensors. REEF and its licensors expressly reserve all Intellectual Property Rights not expressly granted hereunder. Without limiting the generality of the foregoing, REEF retains ownership of REEF Marketplace. Nothing in this Agreement will prevent or impair REEF’s right to use Participant Materials without Participant’s consent to the extent that such use is allowable without a license from Participant under applicable Law (e.g., fair use under United States copyright law or referential use under trademark law) or is allowable under a valid license from Participant under a separate agreement or from a third party.
- Notices and Communications. REEF may provide any notice under this Agreement to Participant by (i) posting a notice on REEF Marketplace, (ii) sending a message to the email address then associated with Participant’s Marketplace Account, (iii) mailing a notice to the address as provided in the Participant’s Marketplace Account, or (iv) by other similar means. It is Participant’s responsibility to keep its email address current. REEF may also communicate with Participant electronically and in other media, including for marketing purposes, and Participant consents to such communications. Participant must send REEF all notices under this Agreement by sending a message to REEF at [email protected] or, if available, using the tools REEF makes available to Participant on REEF Marketplace (e.g., “Contact Us”).
- Interpretation. Whenever used in this Agreement, unless otherwise specified: (a) the terms “includes,” “including,” “e.g.,” “for example,” “for instance,” “such as,” and other similar terms are deemed to include the term “without limitation” immediately thereafter; (b) the phrases “REEF may,” “REEF will determine,” and other similar terms mean REEF may decide the applicable matter in its sole discretion; and (c) any websites referred to will be deemed to also refer to any successor or replacement websites. The headings of sections and subsections of this Agreement are for convenience of reference only and are not intended to affect the interpretation or construction of any provision of this Agreement. In the event of any conflict among REEF Marketplace Policies, Service Terms, and this Agreement, (i) to the extent of the conflict, the Service Terms will prevail over the Agreement and REEF Marketplace Policies solely with respect to services or products under those Service Terms; and (ii) to the extent of the conflict, the Agreement will prevail over REEF Marketplace Policies. It is the express wish of the parties that this Agreement, including the Service Terms and REEF Marketplace Policies, have been drafted in English. (The following is a French translation of the preceding sentence: Les parties souhaitent expressément que le présent accord, y compris les conditions de service et les politiques de REEF Marketplace, soit rédigé en anglais.) The English-language version of this Agreement is the definitive legal version. Translations may be available for ease of reference only.
- Publicity. Except as expressly permitted under the Agreement or in writing by REEF, Participant will not discuss or reference in any manner (i) REEF Marketplace or any of REEF’s or REEF’s Affiliates’ other names or trademarks or (b) Participant’s relationship with REEF under this Agreement in any manner in press releases, advertising, sales, or other promotional activities or statements. REEF may withdraw any permission granted under this paragraph at any time.
- Suggestions and Other Information; Force Majeure. Participant hereby grants REEF a perpetual, irrevocable, transferable, non-exclusive, royalty-free right to use any comments, suggestions, ideas or recommendations (“Suggestions”) that Participant provides in connection with REEF Marketplace (including any related technology or content) in any manner and for any purpose. In order to cooperate with governmental requests, to protect REEF’s systems and Participants, or to ensure the integrity of REEF business and systems, REEF may access and disclose any information REEF considers appropriate, including user contact details, IP addresses and traffic information, usage history, and posted content. REEF will not be liable for any delay or failure to perform any of REEF’s obligations under this Agreement where the delay or failure results from any cause beyond REEF’s reasonable control, including the acts or omissions of other buyers or sellers.
- Third Party Rights. This agreement does not give rise to any rights under the Contracts (Right of Third Parties) Act 1999 to enforce any term of this Agreement.
- “Affiliate” means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
- “Elected Country” means a country for which Participant registers for or uses REEF Marketplace.
- “Laws” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction.
- “Participant Materials” means any data, information, technology, Participant Trademarks or other trademarks, copyrightable works under applicable Law, photographs, images, videos, and any other materials and items provided or made available by Participant or its Affiliates to REEF or its Affiliates under this Agreement or through REEF Marketplace. For avoidance of doubt, the term “technology” as used in this definition does not include the product or service being offered or sold through REEF Marketplace.
- “REEF Contracting Party” means REEF Innovations LLC to the extent the Elected Country is the United States, Canada, or the United Kingdom.
- “REEF Marketplace Data” means any data provided, made available, generated, or collected in connection with REEF Marketplace, excluding any data that Participant would have lawfully had without its participation in REEF Marketplace.