Rheaply Professional Service Terms
Last updated: January 21, 2022. Previous Terms and Conditions located here.
These Rheaply Professional Service Terms (“Professional Service Terms”) form a part of, and are incorporated into, the Rheaply Terms of Service, and apply to You, if you enter into a fully signed Order Form or SOW including the purchase of Professional Services. Professional Services may include, but are not limited to, Strategic Consultation Services or Advanced Activation Support. By accessing or using Rheaply’s Professional Services, you agree to these Professional Service Terms and to the TOS. Any capitalized terms that are used but not defined in these Professional Service Terms have the meaning set forth in the Agreement.
- Cooperation. You and Rheaply will work together to implement the Professional Services. You will cooperate with Rheaply and execute and deliver all documents, forms, or instruments necessary for Rheaply to implement and perform the Professional Services. You will provide Rheaply with all reasonable and necessary information in the format requested by Rheaply, and will otherwise provide all reasonable assistance required of you in order for Rheaply to successfully perform the Professional Services.
- Services at Your Location. Unless otherwise provided in the Order Form/SOW, if Rheaply performs Professional Services at Your location, such services will be performed during Your regular business hours on regularly scheduled business days.
- Termination/Expiration. Unless otherwise provided in the Order Form/SOW, You may terminate the Professional Services, in whole or in part, at any time upon written notice to Rheaply. Upon termination or expiration of a Order Form/SOW or any Professional Services, You will pay for all fees payable to Rheaply for the Professional Services for the term of the Order Form/SOW. Subject to your payment of the fees, Rheaply will deliver to You any Confidential Information of Yours and all Deliverables, as defined in these Professional Service Terms (whether completed or not), under the Order Form/SOW.
- Professional Services Warranty. Rheaply represents and warrants the Professional Services will be (a) provided in a timely, efficient, professional, and workmanlike manner; and (b) performed by properly-trained and competent personnel who hold current licenses or certifications if required to be so licensed or certified by applicable law.
- Subcontractors. Rheaply will not subcontract the Professional Services, in whole or in part, without Your prior written approval, which will not be unreasonably withheld or delayed. Rheaply will provide such information as You may request regarding Rheaply’s subcontractors providing Professional Services under this Agreement. If Rheaply subcontracts Professional Services, Rheaply remains fully responsible for the performance of its duties and obligations under these additional terms. Rheaply will have a written contract with each subcontractor that obligates the subcontractor (to the extent of the Professional Services to be performed by the subcontractor) to perform all duties and obligations in accordance with the Agreement, including these additional terms. Your payment to Rheaply constitutes payment for any Professional Services provided by any subcontractor.
- IP Rights
- Your IP Rights. Except for the rights expressly granted to Rheaply in this Agreement, all rights, title and interests in and to Your User Content, including all Intellectual Property Rights inherent therein and pertaining thereto, are owned exclusively by You or Your licensors. You hereby grant to Rheaply for the Term a non-exclusive, worldwide, non-transferable, royalty-free license to use, edit, modify, adapt, translate, exhibit, publish, reproduce, copy and display Your Content for the sole purpose of performing the Professional Services.
- Rheaply IP Rights. Except for the rights expressly granted to You in this Agreement, all rights, title and interest in and to the Professional Services, including all Intellectual Property Rights inherent therein and pertaining thereto, are owned exclusively by Rheaply or its licensors. You will not obscure, alter or remove any copyright, trademark, service mark or proprietary rights notices on any materials provided by Rheaply in connection with the Services, and will not copy, recompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from, such Rheaply materials.
- Ownership of Professional Service Deliverables. If Rheaply works on or provides any Deliverables (as defined below), under this Agreement, the terms and conditions of this Section apply.
- “Deliverables” means any work product, data files, documents, reports, or designs, (whether or not patentable), including any works in progress, created, conceived, authored or invented by Rheaply (either solely or jointly with others), based on, derived from, or necessary for Rheaply performing Professional Services or based on or derived from Your instructions.
- “Intellectual Property” means all copyrights; trademarks, service marks, logos, trade names and trade dress (including any goodwill appurtenant thereto), patents and patent applications (including all reissues, divisions, continuations, re-examinations and extensions thereof), as well as other invention rights (for example, priority rights); rights in technology and other innovations; database rights; know-how; trade secrets (including confidential technical and non-technical information); mask work rights; rights of publicity and moral rights; and all other industrial or intellectual property rights protected under the laws of any domestic or foreign governmental authority anywhere in the world, whether such rights are registered or unregistered.
- “Preexisting Materials” means discoveries, improvements, ideas, works of authorship, inventions, know-how, and other technology (a) that a party can clearly establish by written evidence was created (i) before the Effective Date of this Agreement or (ii) independently of performing any work for the other party or (b) for which the Intellectual Property is owned by a third party who has consented to such use as set forth in this Agreement (each a “Consenting Third Party”).
- Rheaply’s Preexisting Materials. Rheaply or a Consenting Third Party, as the case may be, owns Rheaply’s Preexisting Materials and does not assign such ownership to You under this Agreement.
- Your Materials. To the extent that You provide any property, whether intellectual property or otherwise, to Rheaply as part of the Professional Service, You retain ownership of such property, and Rheaply may use such property solely to provide Professional Services or create Deliverables.
- Deliverables Owned By You. To the extent possible under U.S. or other jurisdictions’ copyright laws, the Deliverables (but excluding Rheaply’s Preexisting Materials) are “works made for hire” as defined in 17 U.S.C. §§ 101 and 201(b), or any comparable law, and as such You are deemed to be the author of such Deliverables and own all rights, including copyrights, in such Deliverables, and such Deliverables are the sole and exclusive property of You or Your designee. To the extent that any such Deliverables do not qualify as works made for hire, Rheaply hereby assigns to You or Your designee the entire worldwide Intellectual Property right, title, and interest in the Deliverables for exploitation in any form or medium, of any kind or nature whatsoever, whether now known or hereafter devised, regardless of whether such Deliverables are selected or used by You. You may add to, subtract from, arrange, rearrange, change or adapt the Deliverables in Your sole discretion, and Rheaply hereby waives all rights under the U.S. or foreign copyright laws, including any rights provided in 17 U.S.C. §§ 106 and 106A, for all purposes for which the Deliverables may be used, and any rights of attribution and integrity or any other “moral rights of authors” with respect to the Deliverables and any uses thereof to the full extent now or hereafter permitted by the laws of any other country.
You will retain ownership of the content of Deliverables created by Rheaply as a part of the Professional Services, provided that Rheaply will be the owner of the format of such Deliverables. To the extent any such reports or other materials incorporate any Rheaply proprietary information, Rheaply (i) retains sole ownership of such proprietary information and (ii) provides You a fully paid up, irrevocable, perpetual, royalty-free license to access and use same for your internal business purposes without the right to create derivative works (other than derivative works to be used solely for your internal business purposes).
- No Infringement. Rheaply warrants that the Deliverables will be Rheaply’s own original creations and will not infringe upon or violate the copyrights, trademarks, patents, right of publicity, or other proprietary rights of any third party or require the consent of or any additional payment to any third party in connection with Rheaply performing Professional Services. Rheaply will not use or disclose to You any trade secrets or confidential information of any third party without such third party’s written authorization.
- Residual Knowledge. Rheaply retains the right to use the general knowledge, experience and know-how acquired by it in the course of performing Professional Services.