This Rebilly Subscription Agreement (“Agreement”) is a legally binding contract between you, as the customer (“Customer”, “you”, or “Licensee”), and Rebilly Inc., acting on behalf of itself and its affiliated companies, including Rebilly SRL, the owner of the Rebilly intellectual property (“Rebilly”, “we”, or “us”).
By accessing or using the Rebilly platform, APIs, Hosted Payment Pages, or related services (collectively, the “Services”), you agree to be bound by this Agreement.
This Agreement governs your subscription to and use of the Services and incorporates by reference:
- the Rebilly Data Processing Addendum (“DPA”)
- the Rebilly Service Level Agreement (“SLA”)
- any applicable Order Form
For purposes of this Agreement, the following definitions apply:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests or the ability to direct management.
“Authorized Users” means Customer’s employees, Affiliates, contractors, and service providers who are authorized by Customer to access and use the Services on Customer’s behalf.
“API” means Rebilly’s application programming interfaces made available as part of the Services.
“Admin UI” means Rebilly’s web-based administrative user interface for managing Customer’s account and configuration.
“Customer Data” means all data, content, and information submitted to or processed through the Services by or on behalf of Customer, including transaction data.
“Personal Data” has the meaning given in applicable data protection laws and in the Data Processing Addendum.
“Data Processing Addendum” or “DPA” means the Rebilly Data Processing Addendum available at www.rebilly.com/legal/dpa, as updated from time to time in accordance with its terms.
“Hosted Payment Pages” means Rebilly-hosted web pages used for payment and checkout flows as part of the Services.
“Order Form” means an ordering document, online order, or written agreement between Customer and Rebilly specifying the Services, pricing, and Subscription Term.
“Service Level Agreement” or “SLA” means the Rebilly Service Level Agreement available at www.rebilly.com/legal/sla, as updated from time to time in accordance with its terms.
“Services” means Rebilly’s recurring billing, payment orchestration, subscription management, and related platform services, including access via API, Admin UI, and Hosted Payment Pages.
“Subscription Term” means the initial and any renewal subscription term specified in the applicable Order Form.
“Rebilly IP” means all intellectual property owned or licensed by Rebilly, including software, APIs, documentation, and platform technology.
“Rebilly SRL” means Rebilly SRL, the owner of the Rebilly intellectual property.
“Rebilly Inc.” means Rebilly Inc., acting as the contracting and operating entity on behalf of Rebilly SRL and its affiliates.
Rebilly provides a recurring billing and payments platform that enables Customer to configure, operate, and manage subscription billing, invoicing, payments, and related workflows (including integrations with payment gateways and other third-party services) through the Services.
The Services may include features such as subscription and billing configuration, customer and account management, invoicing, tax and pricing configuration, payment orchestration, reporting and analytics, and related operational tooling. The specific Services and any applicable limits, usage tiers, or fees are described in the applicable Order Form.
Customer may access and use the Services through one or more of the following methods, as made available by Rebilly:
- API: programmatic access via the API for integrations and automation.
- SDKs: client libraries and tools provided by Rebilly to simplify integration with the API.
- Web components: Rebilly-provided front-end components (for example, embeddable checkout or payment components) used to implement user-facing payment flows.
- Admin UI: access via Rebilly’s web-based administrative user interface for configuration, operations, and reporting.
- Hosted components: access to Rebilly-hosted components such as Hosted Payment Pages (and any similar hosted checkout or payment components provided by Rebilly).
Customer is responsible for ensuring that its Authorized Users access the Services only through supported methods and in accordance with this Agreement, the applicable Order Form, and any published documentation.
Customer may authorize its Authorized Users to access and use the Services on Customer’s behalf. Customer is responsible for all use of the Services under Customer’s account, including actions taken by Authorized Users and any person using Customer’s credentials, API keys, certificates, tokens, or similar access mechanisms.
Customer will: (a) maintain the confidentiality of its access credentials; (b) use commercially reasonable efforts to prevent unauthorized access or use; and (c) promptly notify Rebilly of any suspected compromise of credentials or unauthorized access.
The Services are provided on a subscription basis for the Subscription Term. Customer’s subscription, permitted scope of use, fees, and any usage-based charges, limits, or overage terms (if applicable) are set forth in the applicable Order Form.
Rebilly may update, modify, or discontinue features of the Services from time to time as part of ongoing development, security, compliance, and operational improvements. Rebilly will not materially reduce the core functionality of the Services purchased under an Order Form during the applicable Subscription Term, except: (a) to address security, legal, or compliance requirements; (b) to prevent abuse or material operational risk; or (c) as otherwise agreed in writing by the parties.
Rebilly may make available a sandbox or test environment as part of the Services to allow Customer to develop, test, and validate integrations and workflows (“Sandbox Environment”).
The Sandbox Environment is provided solely for non-production testing and development purposes. Customer will not use the Sandbox Environment to process live transactions, store real cardholder data, or conduct production operations.
Rebilly may modify, restrict, reset, or discontinue the Sandbox Environment at any time without notice. The Sandbox Environment is not subject to the SLA, availability commitments, or support response times applicable to production Services, unless expressly stated otherwise in an Order Form.
Customer acknowledges that data in the Sandbox Environment may be deleted, reset, or altered at any time and should not be relied upon for backup, audit, or business continuity purposes.
Customer’s right to access and use the Services is limited to the Services, Subscription Term, usage limits (if any), and other commercial terms set forth in an applicable Order Form. If Customer purchases additional Services or changes its plan, the parties may enter into an additional Order Form.
If Customer uses the Services without an executed Order Form, Customer’s use of the Services will be governed by this Agreement and the then-current pricing, plans, usage limits, and commercial terms published at https://www.rebilly.com/pricing (or a successor page) at the time of use. Such published pricing and terms will be deemed incorporated into this Agreement by reference for purposes of Customer’s use of the Services.
Unless otherwise specified in an Order Form, the Subscription Term will begin on the start date set forth in the Order Form (or, if none, the date Customer is provisioned access to the Services) and will renew automatically for successive renewal terms equal in length to the initial Subscription Term.
Either party may prevent renewal by providing written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term (unless a different notice period is specified in the applicable Order Form).
Fees are as set forth in the applicable Order Form and may include subscription fees and, if applicable, usage-based fees (for example, transaction-based fees or volume-based fees). Unless otherwise specified in an Order Form, Rebilly will invoice Customer monthly in arrears for usage-based fees and monthly or annually in advance for subscription fees (as applicable to Customer’s plan).
Unless otherwise specified in an Order Form, Customer will pay all undisputed amounts within fifteen (15) days of the invoice date. Late payments may accrue interest at the lesser of (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted by law.
Fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, levies, or similar governmental assessments (including value-added, sales, use, or withholding taxes) related to Customer’s purchase or use of the Services, except for taxes based on Rebilly’s net income.
If an Order Form includes usage limits, rate limits, or other consumption-based thresholds, Customer agrees that Rebilly may enforce those limits (including by throttling requests) to protect service stability and fair use. Where feasible, Rebilly will provide reasonable notice of material usage overages and will work with Customer in good faith on reasonable mitigations.
If overage fees apply, they will be calculated and invoiced as described in the applicable Order Form.
If Customer fails to pay undisputed amounts when due, Rebilly may suspend Customer’s access to the Services after providing at least ten (10) days’ written notice of non-payment, unless earlier suspension is necessary to prevent fraud, abuse, or material security risk. During any suspension, Customer remains responsible for all fees and charges incurred.
Except as expressly set forth in an Order Form or required by law, fees are non-refundable and non-cancelable.
If there is any conflict between the documents that make up the agreement between the parties, the following order of precedence will apply (highest to lowest):
- the applicable Order Form;
- any written amendment or addendum expressly referencing this Agreement or the Order Form;
- this Agreement;
- the Data Processing Addendum; and
- the Service Level Agreement.
Each document applies only to the extent not inconsistent with a higher-priority document.
Customer is responsible for: (a) Customer’s and its Authorized Users’ compliance with this Agreement, applicable Order Forms, and applicable laws; (b) the accuracy, quality, and legality of Customer Data and Customer’s collection and use of Customer Data; (c) Customer’s systems, configurations, and integrations with the Services (including any code, SDK usage, and implementation of web components); and (d) maintaining appropriate security controls for Customer’s environment, credentials, and access to the Services.
Customer may permit its Authorized Users (including Affiliates) to access and use the Services solely for Customer’s internal business purposes and on Customer’s behalf. Customer will ensure that all Authorized Users are bound by obligations at least as protective as those in this Agreement and is responsible for all acts and omissions of Authorized Users as if they were Customer’s own.
Customer will not (and will not allow any Authorized User or third party to):
- access or use the Services in a manner that violates applicable law, card network rules, or Payment Card Industry Data Security Standards (PCI DSS) (as applicable);
- interfere with, disrupt, or attempt to gain unauthorized access to the Services or related systems;
- use automated means such as bots, scrapers, spiders, or similar technologies to access or extract data from the Services except as expressly permitted by the API and Documentation;
- probe, scan, or test the vulnerability of the Services except as expressly authorized in writing by Rebilly;
- use the Services to transmit malware or to engage in fraudulent, deceptive, or unlawful conduct;
- reverse engineer, decompile, or disassemble the Services (except to the extent such restriction is prohibited by law);
- copy, modify, or create derivative works of the Services except as expressly permitted by this Agreement or an Order Form; or
- access the Services for the purpose of building or benchmarking a competing product, or to extract data other than as required for Customer’s permitted use.
Customer is responsible for safeguarding all credentials, API keys, certificates, tokens, and similar access mechanisms. Customer will promptly disable credentials for any Authorized User who no longer requires access and will promptly notify Rebilly of any suspected compromise or unauthorized access.
Customer will comply with any technical documentation, usage constraints, and rate limits applicable to the Services. Rebilly may enforce reasonable rate limits and other protective measures to maintain security, stability, and fair use. Where feasible, Rebilly will provide advance notice of material changes to published rate-limit policies.
Where the Services provide export, reporting, or audit logging capabilities, Customer is responsible for exporting and retaining records Customer requires for its business, legal, or compliance needs.
Rebilly maintains a security program designed to protect the confidentiality, integrity, and availability of the Services and Customer Data. Rebilly implements and maintains administrative, technical, and physical safeguards appropriate to the nature of the Services and the risk profile of processing payment and subscription-related data.
Customer is responsible for the security of Customer’s systems, networks, devices, applications, and configurations that connect to or use the Services, including the secure management of Authorized Users, credentials, API keys, certificates, tokens, and access permissions. Customer will implement reasonable security measures and follow any security-related documentation provided by Rebilly.
Rebilly undergoes an annual SOC 2 audit. Upon request and subject to reasonable confidentiality obligations, Rebilly will make available its then-current SOC 2 report (or executive summary) to Customer.
To the extent Rebilly stores, processes, or transmits cardholder data (as applicable to the Services used by Customer), Rebilly will maintain compliance with the then-current version of the Payment Card Industry Data Security Standard (PCI DSS) within its applicable scope of responsibility. Customer is responsible for its own PCI DSS compliance obligations, including obligations applicable to Customer’s systems, integrations, and any data elements Customer collects, transmits, or stores outside the Services.
“Security Incident” means a confirmed unauthorized access to or acquisition of Customer Data within Rebilly’s control that compromises the security, confidentiality, or integrity of such Customer Data.
Rebilly will notify Customer without undue delay after becoming aware of a Security Incident and will provide information reasonably necessary for Customer to meet any applicable legal or regulatory notification obligations. Rebilly will use commercially reasonable efforts to provide an initial notification within seventy-two (72) hours of such awareness, and sooner where practicable, subject to law enforcement delays or measures required to prevent further compromise.
Rebilly will: (a) take reasonable steps to contain, investigate, and remediate the Security Incident; and (b) provide updates as material information becomes available. Rebilly’s obligations in this Section do not apply to incidents caused by Customer’s systems, credentials, or Authorized Users.
Customer may report suspected security vulnerabilities to Rebilly at security@rebilly.com (or another address designated by Rebilly). Customer will not conduct penetration testing, vulnerability scanning, or other security testing against the Services without Rebilly’s prior written consent. Rebilly may authorize testing subject to scope, timing, and rules of engagement reasonably required to protect the Services and other customers.
Rebilly may use sub-processors to support delivery of the Services as described in the DPA and Rebilly’s published sub-processor list.
Customer may also configure integrations with third-party providers (for example, payment gateways and related service providers) as part of Customer’s use of the Services (“Customer-Configured Integrations”). Customer acknowledges that: (a) Customer controls which Customer-Configured Integrations are enabled; (b) those providers receive data as necessary to perform the integrated service; and (c) such providers are not “sub-processors” of Rebilly to the extent Rebilly is acting solely as a technical conduit to transmit Customer-directed data to a provider selected, enabled, or configured by Customer. This Section does not limit Rebilly’s obligations regarding Rebilly-controlled sub-processors as described in the DPA.
To the maximum extent permitted by law, Rebilly shall not be liable for, and does not accept any responsibility or obligation with respect to, any loss, damage, or claim arising from or relating to Customer-Configured Integrations or the transmission of Customer-directed data to such third-party providers. Customer acknowledges that Rebilly acts solely as a technical conduit for data transmitted to third parties selected, enabled, or configured by Customer, and that any processing, storage, or use of such data by those third parties is governed solely by Customer’s agreement with the applicable provider.
Without limiting the foregoing, Customer is responsible for: (a) compliance with card network rules, ACH network rules, and payment gateway or acquirer requirements applicable to Customer’s transactions; (b) maintaining any required licenses, registrations, and customer disclosures for its business; and (c) compliance with applicable anti-money laundering, sanctions, and anti-fraud laws and regulations as they apply to Customer’s business and customers. Rebilly may require Customer to provide information reasonably necessary to support Rebilly’s compliance obligations (including processor or gateway onboarding requirements).
Each party will comply with laws applicable to it in connection with its performance under this Agreement. Customer is responsible for determining whether the Services are suitable for Customer’s intended use and for ensuring Customer’s use of the Services complies with applicable laws, regulations, and network rules.
“Confidential Information” means any non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: (a) business, pricing, product, roadmap, and technical information; (b) security measures and audit reports; (c) the Services and Rebilly IP; and (d) Customer Data (and Personal Data, as applicable) to the extent treated as confidential under this Agreement and the DPA.
Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality.
The Receiving Party will: (a) use the Disclosing Party’s Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) protect the Disclosing Party’s Confidential Information using at least reasonable care and no less than the care it uses to protect its own confidential information of a similar nature; and (c) not disclose the Disclosing Party’s Confidential Information to any third party except as expressly permitted under this Agreement.
The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, Affiliates, contractors, agents, and professional advisors (including attorneys, auditors, and insurers) who have a need to know for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section.
Rebilly may disclose Customer Confidential Information and Customer Data to its sub-processors and service providers as necessary to provide the Services, subject to the DPA.
If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it will (to the extent legally permitted) provide the Disclosing Party prompt written notice, and where legally permitted, within forty-eight (48) hours of becoming aware of such requirement, together with reasonable assistance to seek a protective order or other appropriate remedy. The Receiving Party will disclose only the portion of Confidential Information that it is legally required to disclose.
Upon written request by the Disclosing Party, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information in its possession or control, except that the Receiving Party may retain copies (a) as required to comply with applicable law, regulation, or professional standards; or (b) in accordance with its bona fide backup, archival, or disaster recovery policies, provided that any retained Confidential Information remains subject to this Section for as long as it is retained.
The obligations in this Section apply during the Subscription Term and for five (5) years after termination or expiration of this Agreement. For trade secrets, confidentiality obligations will survive for so long as such information remains a trade secret under applicable law.
Each party acknowledges that unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. In addition to any other remedies available at law or in equity, the non-breaching party may seek injunctive or equitable relief to prevent or remedy such unauthorized use or disclosure, without the necessity of posting a bond.
As between the parties, Rebilly SRL (or its licensors) owns and retains all right, title, and interest in and to the Services and Rebilly IP, including all improvements, enhancements, and derivative works thereof. Except as expressly stated in this Agreement and the applicable Order Form, no rights are granted to Customer.
Subject to Customer’s compliance with this Agreement and payment of applicable fees, Rebilly grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer’s internal business purposes and in accordance with the applicable Order Form and Documentation.
As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants Rebilly and its sub-processors a non-exclusive, worldwide, royalty-free license to host, process, transmit, and otherwise use Customer Data solely as necessary to provide, secure, and support the Services and to fulfill Rebilly’s obligations under this Agreement.
If Customer provides suggestions, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”), Customer grants Rebilly a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate Feedback into the Services without restriction or obligation.
If an Order Form or other written agreement includes a publicity or logo-use permission, it will govern. Otherwise, neither party may use the other party’s name, trademarks, or logos in external marketing without prior written consent.
Rebilly may collect and use aggregated and anonymized operational and usage data relating to the Services for billing, analytics, security, support, product improvement, and business operations, provided that such data does not identify Customer or any individual.
To the extent any such data includes Personal Data, Rebilly will process it in accordance with the DPA and applicable data protection laws. Nothing in this Section grants Rebilly any right to use Customer Data in identifiable form for external marketing or advertising purposes.
Rebilly will provide support for the Services in accordance with the support terms (if any) set forth in the applicable Order Form and Rebilly’s published support policies.
Where applicable, Rebilly will provide the Services in accordance with the SLA. The SLA describes availability targets, scheduled maintenance windows (if any), and incident communication practices.
Rebilly may impose and enforce reasonable rate limits and other technical controls to protect the security, stability, and fair use of the Services. Rebilly will publish rate-limit guidance in its Documentation and, where feasible, will provide notice of material changes. Customer may request temporary adjustments for legitimate peak or critical events, and Rebilly will consider such requests in good faith.
Each party represents and warrants that it has the power and authority to enter into this Agreement.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, DOCUMENTATION, SDKS, WEB COMPONENTS, AND HOSTED COMPONENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” REBILLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO REBILLY FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.
Sections 10.1 and 10.2 do not apply to: (a) Customer’s payment obligations; (b) either party’s breach of Section 6 (Confidentiality); (c) either party’s infringement or misappropriation of the other party’s intellectual property rights; or (d) amounts payable under Section 11 (Indemnification).
Customer will defend, indemnify, and hold harmless Rebilly, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer’s products or services; (b) Customer’s breach of this Agreement; or (c) Customer Data or Customer’s use of the Services in violation of applicable law.
The indemnified party will: (a) promptly notify the indemnifying party of the claim (provided that failure to notify will not relieve obligations except to the extent materially prejudiced); (b) allow the indemnifying party to control the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a manner that admits liability or imposes obligations on the indemnified party without the indemnified party’s prior written consent.
Rebilly will defend Customer from and against any third-party claim alleging that the Services, Rebilly SDKs, web components, or Rebilly-provided Hosted Payment Pages (collectively, “Rebilly Materials”) infringe or misappropriate such third party’s intellectual property rights, and will indemnify Customer against any damages, fines, penalties, and reasonable attorneys’ fees awarded by a court of competent jurisdiction or agreed in a written settlement signed by Rebilly, provided that Customer: (a) promptly notifies Rebilly in writing of the claim; (b) allows Rebilly to control the defense and settlement of the claim; and (c) provides reasonable cooperation at Rebilly’s expense.
Rebilly’s obligations in Section 11.3 do not apply to claims arising from: (a) Customer Data; (b) Customer’s products or services; (c) Customer’s modification of the Rebilly Materials or combination of the Rebilly Materials with items not provided by Rebilly, to the extent the claim would not have arisen but for such modification or combination; (d) Customer-Configured Integrations and Third Party Products; or (e) Customer’s use of the Services other than in accordance with this Agreement and applicable Documentation.
If the Services become (or, in Rebilly’s reasonable opinion, are likely to become) the subject of an infringement claim, Rebilly may, at its option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify or replace the Services to be non-infringing without materially reducing core functionality; or (iii) terminate the affected Services and refund any prepaid fees for the terminated portion of the Subscription Term.
Rebilly may suspend Customer’s access to the Services (in whole or in part) to the extent reasonably necessary to: (a) address a Security Incident or credible threat to the security or stability of the Services; (b) prevent fraud or abuse; (c) comply with applicable law or a binding request from a governmental authority; or (d) enforce Section 3.6 (Suspension for non-payment). Where practicable, Rebilly will provide notice and will use commercially reasonable efforts to limit the scope and duration of any suspension.
Either party may terminate this Agreement or an applicable Order Form for material breach if the breaching party does not cure the breach within thirty (30) days after receiving written notice (or, for payment breaches, within ten (10) days after written notice).
Unless otherwise stated in an Order Form, either party may terminate an Order Form for convenience by providing at least thirty (30) days’ prior written notice to the other party. Termination for convenience will be effective at the end of the then-current billing period unless the parties agree otherwise in writing. For clarity, the non-renewal process in Section 3.2 remains available to either party.
Upon termination or expiration of an Order Form, Customer’s right to access and use the Services under that Order Form will cease. Upon written request, Rebilly will provide Customer with a reasonable opportunity to export Customer Data using available export functionality, subject to applicable law and security requirements.
The following Sections will survive termination or expiration of this Agreement: 6 (Confidentiality), 7 (Intellectual property), 10 (Limitation of liability), 11 (Indemnification), 12.3 (Effect of termination), and 13 (General).
The order of precedence in Section 3.8 applies to the documents that make up the agreement between the parties.
Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement.
Neither party will be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or cloud provider failures not caused by the affected party, or governmental actions.
The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship.
This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles. The state and federal courts located in Travis County, Texas will have exclusive jurisdiction over any dispute arising out of or related to this Agreement, and each party consents to such jurisdiction and venue.
Notices must be in writing and will be deemed given when delivered by personal delivery, overnight courier, or confirmed email. Notices to Rebilly must be sent to help@rebilly.com (or such other address Rebilly designates in writing). Notices to Customer will be sent to the primary email address on Customer’s account or the notice email in the applicable Order Form.
Rebilly may update this Agreement from time to time by posting an updated version on its website. Updates will not apply retroactively and will not materially reduce Customer’s rights during a then-current Subscription Term under an Order Form, except as required for legal, security, or compliance reasons.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
Neither party shall issue a press release or other public announcement regarding this Agreement or the relationship between the parties without the other party’s prior written consent, except as required by law.
This Agreement, together with the DPA, SLA, and applicable Order Forms, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements on the subject matter.