Terms & Policies

Terms of Service

These Reify Terms of Service (“Terms”) apply to

• The Reify.com website
• The Reify product

These products will be referred to as the Services for the rest of this document.  By accessing or using the Services in any way, whether you are visiting our website, have created your own account, or are invited to someone else’s company account, you agree to and are bound by the terms and conditions written in this document, as well as our Privacy Policy.

If you do not agree to all the terms and conditions contained in this document and our Privacy Policy, do not access the Services.

1. Your Relationship with Isomorphic Software

Isomorphic software has two types of different types of Reify.com end users:

• “Site Visitors” who are the users of the Reify.com website.
•  “Subscribers” who are users of the Services provided on Reify.com as part of a paid subscription plan.

We refer to these two types of end users collectively as “Users” or “you” for purposes of these Terms of Service (the “Terms”). These terms create a legally binding agreement between you and Isomorphic Software and set out the rights and obligations of all users regarding the use of the Services and Website. If you do not agree to any of these Terms, please do not access or use the Reify Services and Website.

2. Accepting Terms

2. 1. You acknowledge and agree that you have read, understand, and agree to be bound by these Terms and our Privacy Policy by clicking on a button indicating your acceptance, by accessing or using the Services and Website, or by executing or making payment based on an ordering document, statement of work or invoice (an “Order”) that references these Terms.

2.2. By accepting these Terms, you represent that you have the legal power to do so. If you accept these Terms on behalf of an organization, (a) “you” and “your” will refer to that organization, and any individual accessing the Services through your account will be referred to as a “User”; and (b) you understand and agree that the organization will be responsible for ensuring that each of its Users complies with these Terms.

2.3. You may not use the Services and may not accept the Terms if you are barred from receiving the Services under the laws of the United States or other countries, including the country in which you are a resident or from which you use the Services.  If you represent an organization, you will ensure that: (a) your Users do not use the Services in violation of any export restriction or embargo by the United States, and; (b) you do not provide access to the Services to persons or entities on any restricted lists.

2.4. If you are under 18 years old, you may not create a Reify account or use the Services unless your legal guardian has reviewed and agreed to these Terms. If you are a parent or legal guardian permitting a person under 18 years of age (a “Minor”) to create an account and/or use the Services, you agree to: (i) supervise the Minor’s use of the Services and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use of the Services and their account; (iii) ensure that the content in the Services and on the Websites are suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations, and warranties contained in the Terms on the Minor’s behalf.

3. Services and Support

You may purchase support, training, consulting, or other services offered by Isomorphic Software separately at your discretion. Isomorphic Software is not obligated under these Terms to provide any technical support, training, or other services to you or to your organization with respect to the Services.

4. Provision of Services by Isomorphic Software:

4. 1. You and each User may access and use the Services, including the software provided as part of the Services, during the applicable subscription term, solely in connection with your internal business operations and subject to these Terms.  You may not assign or grant a sub-license of your rights to use the Services, grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to use the Services.

4. 2. If you choose a trial subscription, during the trial period the Subscription Service is provided “AS-IS” (with no warranties). Isomorphic Software will not be liable for any damages related to your use of the Subscription Service during the trial period.

4. 3. The Subscription Service includes the features and functionality applicable to the version selected. Isomorphic Software may update the content, functionality, and user interface of the Subscription Service in its sole discretion. Some features and functionality may be available only with certain versions of the Subscription Service.  Isomorphic Software does not represent or warrant that a particular subscription plan will be offered indefinitely and reserves the right to change or alter the features and options in a particular subscription plan without prior notice.   

5. Using the Services

5. 1. To register for and use the Services, you and each User must provide registration information. You agree that any registration information given to Isomorphic Software, including contact information (for example, e-mail address) and billing/payment details, will be correct and kept up to date.  

5. 2. You will obtain, maintain, and support all internet access, equipment, and ancillary services needed to access the Services. Subscriptions are for named individuals and cannot be shared or used by more than one individual at a time. Each User must keep a secure password for accessing the Subscription Service, which must be kept confidential. You will (a) if applicable, obtain from the Users on your account any consents necessary for Isomorphic Software to provide the Services; (b) maintain commercially reasonable security standards with respect to the use of Reify; and (c) in the event of any unauthorized access to or use of the Services, promptly notify Isomorphic Software at support@reify.com, as applicable.  

5. 3. You are responsible for (a) access to and use of the Subscription Service by the Users on your account and each User’s compliance with these Terms; (b) the secure transmission of your Content to the Subscription Service, (c) the legality, reliability, integrity, accuracy, and quality of the Content, any conclusions drawn or actions taken therefrom, and the means by which you or the Users acquired the Content so that Isomorphic Software and its service providers may lawfully use, process, and transfer the Content in accordance with these Terms;

5. 4. You acknowledge that the Subscription Service was not designed or intended to process or manage any Protected Information.  If you have a requirement to process or manage Protected Information, then you should use Reify Onsite to keep Protected Information within your company’s firewall.  You can read more about Reify Onsite at https://www.reify.com/blog/on-premises-low-code-platform-reify-onsite/.    Isomorphic Software will not be responsible for damages associated with Protected Information created, stored, shared, or processed through the Subscription Service.  “Protected Information” means information that is subject to specific regulations or laws that impose increased protections and/or obligations with respect to handling that type of information or that is not appropriate for use in the Subscription Service, as intended.  As noted above, if you will be processing or managing Protected Information, you will need to use Reify OnSite rather than the Subscription Service. Protected Information includes, without limitation, data that is subject to the Payment Card Industry Data Security Standards (PCI DSS), Health Insurance Portability and Accountability Act (HIPAA) or Gramm-Leach-Bliley Act (GLBA) or any similar legislation in an applicable jurisdiction, or any credit or debit card and magnetic stripe information, social security numbers, driver’s license numbers, passport numbers, government issued identification numbers, health-related information, biometric data, financial account information, or information deemed “sensitive” under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs).

5. 5. You will not and will ensure that each User does not: 

(a) license, sublicense, sell, resell, rent, lease, transfer, distribute, grant a security interest in, provide access, or otherwise commercially exploit, or make the Services available to any third-party except as expressly authorized herein; 

(b) copy, modify, translate, adapt, merge, or create derivative works of the Services or disassemble, decompile, unobfuscate, reformat, reverse engineer or otherwise extract the source code of code (or the underlying ideas, algorithms, structure or organization), or reduce to human-perceivable form, any part of them unless the foregoing restrictions are expressly prohibited by applicable law; 

(c) use or access the Services (i) for competitive purposes or (ii) other than in compliance with all international, federal, state, or local applicable laws and regulations (including export control laws and restrictions); 

(d) infringe or misappropriate any Isomorphic Software Assets; 

(e) attempt to gain unauthorized access to the Services or any portion thereof; 

(f) introduce into the Subscription Service viruses, malware, Trojan horses, worms, spyware or other destructive code, or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Subscription Service; 

(g) access or attempt to access the Subscription Service by any means other than Isomorphic Software’s publicly supported interfaces, including through any automated means (i.e., use of scripts or web crawlers); 

(h) probe, scan, or test the vulnerability of any Isomorphic system or network; or 

(i) access, store, create, share, display, publish or transmit any material that is unlawful or related to illegal activity, threatening, deceptive, defamatory, discriminatory, obscene, libelous, an invasive of another’s privacy, or infringes the intellectual property rights of a third-party through the Subscription Service.

(J) not to use the Services to create or develop, or intentionally enable any third party to create or develop, a software product that directly competes with the Services.

In the event that you fail to comply with any provision of these Terms, Isomorphic Software may terminate the licenses granted herein (with all other provisions of these Terms surviving any such termination).

6. Content

6. 1. As between the parties, you own all right, title, and interest in and to the Content in your account, including all intellectual property and proprietary rights therein.  Except as expressly set forth herein, Isomorphic Software acquires no right, title, or interest from you hereunder in or to your Content. “Content” means the data, information, images, and other content that is uploaded to, imported into, or created in the Subscription Service by the Users, but does not include Statistical Data (as defined herein).

6. 2. You hereby grant Isomorphic Software a worldwide, non-exclusive, non-transferable, right to access, use and process the Content: (a) as requested by you or a User; (b) as necessary to manage accounts, provide Support and provide and improve the Services, including to identify, investigate, or resolve technical or security problems with the Services and to detect and protect against fraud; and (c) as required by applicable law, regulation, legal process or enforceable governmental request and to detect and prevent violations of these Terms. 

6.3 If you believe that Isomorphic Software, or any User, has violated a copyright, trademark, or other intellectual property right you claim in your work, please contact us at legal@isomorphic.com. 

7. Indemnification

You agree to indemnify and hold harmless, and defend Isomorphic and its officers, and employees from any loss, cost, liability, expense, damage, claims, or lawsuits, including reasonable attorneys’ fees, made by any third party due to or arising out of:

(a) your deployment or use of the Services;

(b) your User Materials and any other content (e.g. computer viruses) that you may submit, post to or transmit through the Services, including a third party’s use of such User Materials or content (e.g. reliance on the accuracy, completeness or usefulness of your User Materials);

(c) your access to or use of the Services (including any use by your employees, contractors or agents and all uses of your account numbers, user names and passwords, whether or not actually or expressly authorized by you, in connection with the Services);

(d) your connection to the Services;

(e) your violation of the Terms of Service;

(f) the actions of any member of your work group, including non-logged in users you have granted access to the Services you are an Owner for;

(g) your infringement of any third party’s intellectual property rights when using any of the software made available on the Services;

(h) your violation of any rights of any third party;

(i) your access to or use of linked sites and your connections thereto.

8. Payment and Renewal

8. 1. Isomorphic Software will bill you in advance for the use of the Services on the frequency that you select. 

8. 2. Current pricing for Reify online accounts is published on the Reify Website. Isomorphic Software reserves the right to change pricing at any time for renewal terms, provided that Isomorphic Software will notify you or the account admin before any price increase affecting your account. If you upgrade to a higher tier of paid account, Isomorphic Software will credit any remaining balance from your previous subscription payment to your new tier.

8. 3. All payments due are in U.S. dollars unless otherwise indicated.  Credit card, debit card or other non-invoice forms of payment are due at the beginning of the relevant subscription term. Isomorphic Software will charge you for all fees when due. Payments for invoices are due on receipt, unless otherwise specified, and are considered delinquent thereafter.

8. 4. Your subscription will automatically renew at the end of each subscription term and you authorize Isomorphic Software to charge the credit card, debit card or other non-invoice forms of payment for each renewal. If you wish to change your subscription level, number of Users, subscription term, or cancel your auto-renewal, the account owner or the admin must contact support@reify.com prior to the renewal date.[JY1] 

8. 5. Billing disputes must be notified to Isomorphic Software in writing before the due date. Delinquent payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Isomorphic Software in collecting delinquent amounts.  If delinquent fees are not paid, Isomorphic will automatically suspend or terminate your use of the Reify Services.  Downgrading your account may cause the loss of Content, features, functionality or capacity.  If you require a purchase order, vendor registration form, or other documentation, such requirement will in no way relieve, affect or delay your obligation to pay amounts when due.

8. 6. You are responsible for any taxes, duties, and customs fees associated with the sale of the Services (other than Isomorphic Software’s income tax) (collectively “Taxes”), and you will pay Isomorphic Software for the Services without any reduction for Taxes.

8. 7. Except as expressly set forth in these Terms or when required by law, all fees are non-cancellable and once paid are non-refundable, even in the case of unused subscription periods.

9. Confidentiality

9. 1. “Confidential Information” means non-public, proprietary, business, technical, security, legal, or financial information that is either marked or identified as Confidential Information or would reasonably be understood to be confidential, including information about products, processes, services, trade secrets, marketing and business plans, client lists, financial information, system architecture, security programs, and intellectual property. For the avoidance of doubt, the price you pay for the Services constitutes Isomorphic Software’s Confidential Information.  Notwithstanding the foregoing, Confidential Information does not include information that: (a) the receiving party possesses without a duty to keep confidential prior to acquiring it from the disclosing party; (b) is or becomes publicly available through no violation of this Agreement by the receiving party; (c) is given to the receiving party by a third party not under a confidentiality obligation to the disclosing party; or (d) is developed by the receiving party independently of, and without reliance on, confidential or proprietary information provided by the disclosing party.

9. 2. Each party may be given access to the Confidential Information of the other party in connection with these Terms. The receiving party may only use this Confidential Information as provided for in these Terms or to exercise its rights hereunder and may only share this Confidential Information with its employees, agents, advisors and service providers who need to know it, provided they are subject to similar confidentiality obligations. The receiving party will use the same degree of care, but no less than a reasonable degree of care, as such party uses with respect to its own Confidential Information to protect the disclosing party’s Confidential Information and to prevent any unauthorized use or disclosure thereof. Neither party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.  If the receiving party is compelled by law to disclose the other party’s Confidential Information, it will use commercially reasonable efforts to give the disclosing party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure.

10. Data Security, Privacy, and Personal Information

10. 1. Isomorphic Software’s Privacy Policy explains how Isomorphic Software treats your personal information and protects your privacy when you use the Website and Subscription Service. If you use our Website or are an individual User of a Subscription Service or part of a team account, you agree to the use of your data, including personal information, in accordance with Isomorphic Software’s Privacy Policies.

10. 2. Isomorphic Software will use data provided in connection with the creation or administration of entity and User accounts solely to set up and maintain such accounts, to inform entities and Users about features of the Services, to provide and maintain the Services, and as necessary to comply with applicable law, regulation, legal process or enforceable governmental requests and to detect and prevent fraud and or violations of these Terms.

10. 3. Isomorphic Software will maintain appropriate administrative, physical, technical, and organizational measures to protect the security, confidentiality, and integrity of your Content in accordance with our information security program. Any revisions to our information security program will not diminish our current data security obligations.  

11. Isomorphic Software IP Rights

11. 1. As between the parties, Isomorphic Software owns all rights, title, and interest in and to the Isomorphic Software Assets and Isomorphic Software Confidential Information, including all intellectual property and proprietary rights therein. Except as expressly set forth herein, Isomorphic does not convey any rights to you or any User. “Isomorphic Software Assets” means (i) the Services, Deliverables, and all materials, ideas, and items that are conceived, made, discovered, written, or created by Isomorphic Software’s personnel in connection with providing the same (but not any Content or your Confidential Information contained therein); (ii) all Isomorphic Software technology, software, data, methodologies, changes, improvements, components, and documentation used to provide the Services or made available in connection herewith, and all intellectual property, proprietary rights and underlying source code and object code in and to the foregoing; and (iii) all other intellectual property owned by Isomorphic Software and all copyrights, patents, trademarks and trade names, trade secrets, specifications, methodologies, documentation, algorithms, criteria, designs, report formats, and know-how.

11. 2. You or a User may provide feedback or suggestions about the features, functions, or operation of the Services (“Feedback”). You assign all rights, title and interest in any Feedback provided to Isomorphic Software. If for any reason such assignment is ineffective, you agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.  Isomorphic Software is not required to use or incorporate Feedback into any of its products or Services. 

11. 3. Isomorphic Software owns all rights to the Statistical Data. Isomorphic Software may use the Statistical Data for its own business purposes (such as improving, testing, and maintaining the Subscription Service and developing additional products and services), and from time to time, provided that it does not reveal the identity, directly or indirectly, of any User or entity, may publish Feedback and aggregated Statistical Data.  “Statistical Data” means statistical data generated or related to the provision, operation or use of the Subscription Service, including measurement and usage statistics, configurations, survey responses, and performance results.

11. 4. Nothing in the Terms gives you a right to use any of Isomorphic Software’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

12. Publicity

Isomorphic Software may publicly state that you are a customer and may use your organization’s name and logo in Isomorphic’s public customer lists. To request the removal of this identification, please notify us in writing at support@reify.com or at Isomorphic Software, 1 Sansome Street, Suite 3500, San Francisco, CA 94104.  

13. Ending Your Relationship with Isomorphic Software

13. 1. The Terms will apply until all accounts under your control are closed unless superseded by written agreement between you and Isomorphic Software.

13. 2. If you want to terminate your subscription and close your account, you may do so by notifying Isomorphic Software at support@reify.com.

13. 3. Either party may terminate the Services if: (a) the other party is in material breach of these Terms (or has acted in a manner which clearly shows that the party does not intend to, or is unable to comply with, the provisions of the Terms) and fails to cure such breach within 10 days following receipt of written notice from the non-breaching party, except that termination will take effect on notice in the event of a breach of Section 5.5; (b) the other party ceases its business operations or becomes subject to insolvency proceedings, and the proceedings are not dismissed within 60 days; or (c) it is required to do so by law. 

13. 4. In addition, Isomorphic Software may terminate your subscription and/or close your account, for any or no reason, by giving you 30 days written notice to your email address on file and providing a pro rata refund for any prepaid, unused subscription fees for the Services.

13. 5. Isomorphic Software reserves the right to suspend access to the Subscription Service if (a) you have undisputed amounts more than 10 days past due; (b) Isomorphic Software reasonably determines that you or any Users on your account are in breach of these Terms; or (c) Isomorphic Software reasonably determines that you or any Users on your account are using the Subscription Service in a way that creates a security vulnerability, may disrupt others’ use of the Subscription Service, or have misappropriated or infringed Isomorphic Software or another third-party’s intellectual property or proprietary rights. Isomorphic Software will only suspend access to the extent and for the duration necessary to address the violation and will promptly restore access once the issue has been resolved. Isomorphic Software will not suspend access if you are (reasonably and in good faith) disputing a charge and cooperating in resolving the dispute.  You acknowledge and agree that if Isomorphic Software disables access to your account, you may be prevented from accessing the Services, your account details, or any files or other Content contained in your account.

13. 6.  Upon termination of the Services, (a) Isomorphic will disable your account and each User’s access to the paid Services; (b) you will pay any accrued but unpaid fees prior to the effective date of termination; (c) each party will return and make no further use of, or destroy, any Confidential Information belonging to the other party, subject to (d); and (d) Isomorphic will delete all Content in accordance with its automated deletion schedule and back-up policy. Notwithstanding the foregoing, if Users maintain free accounts after cancellation of a paid account, information and Content in those free accounts will not be deleted until such accounts are permanently deleted and the free accounts will remain subject to these Terms. When these Terms end, all legal rights, obligations, and liabilities that you and Isomorphic Software have benefited from, been subject to, have accrued, or which must survive in order to give proper effect to their intent, shall be unaffected by this cessation, and the provisions of Section 19 shall continue to apply to such rights, obligations and liabilities indefinitely.

13. 7. If your paid account is downgraded or canceled for any reason, your information and Content may be deactivated but not deleted. In order to delete your data from our servers after ending your relationship with Isomorphic, you must permanently delete your account.  For help deleting an account, please contact support@reify.com.

13. 8. Free trials may be offered for our Subscription Services.  Upon the conclusion of the trial, a paid subscription is required for continued use of our Services.

In the event of non payment for a trial account, the Service will become inactive, and data will be subject to deletion in accordance with our policy. 

13. 9. A Site Visitor may terminate its use of the Websites at any time by ceasing further use of the Website. Isomorphic Software may terminate your use of the Website and deny you access to the Website in our sole discretion for any reason or no reason, including for violation of these Terms.

14. Warranties and Disclaimers

14. 1. The Services are provided by Isomorphic Software under these Terms of Service “as is” without warranty of any kind, either express, implied, statutory or otherwise, including, but not limited to, the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Isomorphic makes no warranty that:

(a) the Services will meet your requirements;
(b) the Services will be uninterrupted, timely, secure, or error-free;
(c) the results that may be obtained from the use of the Services will be effective, accurate, or reliable;
(d) the quality of any Services purchased or accessible by you will meet your expectations; and
(e) any errors or defects in the Services will be corrected.

The Services may include technical or other mistakes, inaccuracies, or typographical errors. Isomorphic Software may make changes to the Services, including the prices and descriptions of any software or products listed, at any time in its sole discretion and without notice.

Please note that Isomorphic Software offers higher levels of service under a separate contract, including availability guarantees, response time guarantees, and commitments to meet specific requirements.  Contact sales@reify.com for further information.

14. 2. You acknowledge and agree that:

Isomorphic will not be liable for any loss that you may incur as a result of someone else using your password or account with respect to the site or the Services, either with or without your knowledge.  Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the extent permissible, any implied warranties are limited to ninety (90) days.

15. Multi-User Accounts

15. 1. You acknowledge that you retain administrative control over who is granted access to your account. Each account is controlled by an account owner tied to a specific email address and may also have one or more billing admins and team admins to help manage the account.  Isomorphic is entitled to rely on communications from the account owner and admins when servicing your account. If a person within your organization requests a change to the account owner, we will attempt to contact the account owner for consent, but to the extent that the account owner does not respond to our communications, we will transfer the account owner based on our internal verification methods. 

15. 2. When you create Content under an individual plan, that Content is available only to you and others with whom you share the Content. However, if you are or become an individual User managed under a multi-user subscription plan maintained by your employer or other third party (a “Multi-User Plan”), any Content you have created or will create will be subject to control by the applicable account owner and admins, and is no longer “your Content” for purposes of this Agreement. The account owner and admins under a Multi-User Plan can designate other Users under that Multi-User Plan as owners of the Content you originally created, in which case you may no longer be able to access the Content and may lose any copyright or other rights you held in the Content. In addition, the account owner or admins of such Multi-User Plan may downgrade your access, remove you from the account or permanently delete you from the account without your prior consent.  If you have questions about Multi-User Plans, please contact us at support@reify.com.

15. 3.  You acknowledge and agree that if you are a registered User, and the domain of the email address associated with your Reify account is owned by an organization, and an authorized representative of that organization wishes to establish a Multi-User Plan and add you to it, then information concerning your existing account will become accessible to that organization, including your name, email address, and Content, and your existing account may be added to the Multi-User Plan without your prior consent.  In these situations, any credit remaining on your account may be applied to the Multi-User Plan account.  In addition, you acknowledge and agree that if you are or become a registered User on a Multi-User Plan, your account information and data will be shared with the owner and admins of the account and your data may also be visible to other Users in the account.

16. Export Requirements

The export and re-export of the Services are controlled by the United States Export Administration Regulations and such software may not be exported or re-exported to Cuba, Iran, North Korea, Sudan, Syria, or any country to which the United States embargoes goods. In addition, Isomorphic software may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

By using the Services you are certifying that you are not a national of Cuba, Iran, North Korea, Sudan, Syria, or any country to which the United States embargoes goods and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
 

17.  Limitation of Liability

ISOMORPHIC SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR INTERRUPTION OF USE OR BUSINESS, LOSS OR CORRUPTION OF DATA, LOSS OF BUSINESS OR PROFITS, OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ISOMORPHIC SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ISOMORPHIC SOFTWARE’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF US$500 OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN

Isomorphic Software will not be liable for any loss or damage which may be incurred by you as a result of (i) any changes which Isomorphic Software may make to the Services or any features within the Services; (ii) your failure to keep your password or account details secure and confidential; or (iii) your failure to back up your Content.

18. Changes to Terms

Isomorphic Software may make changes to the Terms from time to time. When these changes are made, Isomorphic Software will make a new copy of the Terms available at www.reify.com.  

19. General Legal Terms

(a) These Terms are the entire agreement between you and Isomorphic Software with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and representations, whether written or oral. No purchase order or similar document issued by you shall modify or amend these Terms. No agent or employee of Isomorphic is authorized to make any amendment to these Terms unless such amendment is in writing and signed by a duly authorized representative of Isomorphic Software. (b) These Terms shall be governed by the substantive and procedural laws of the State of California, U.S.A., excluding its conflict of law provisions that would require the application of the laws of any other state. Any dispute regarding this Agreement will be heard in the state or federal courts having jurisdiction in San Francisco County, California, U.S.A. and both parties hereby consent to the jurisdiction and venue of such courts. The prevailing party in any action to enforce the provisions of these Terms shall be entitled to recover all reasonable attorneys’ fees and expenses incurred in connection therewith. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and is expressly disclaimed. Notwithstanding the foregoing, Isomorphic Software may seek immediate relief in any court of competent jurisdiction to protect or enforce its intellectual property rights and its confidential information. (c) You may not assign, transfer or delegate these Terms, in whole or in part, by operation of law or otherwise, without Isomorphic Software’s written consent. (d) You acknowledge that a breach of these Terms may cause Isomorphic Software irreparable damage, for which the award of damages would not be adequate compensation. Consequently, Isomorphic Software may seek the entry of an injunction enjoining any breach or threatened breach hereof, in addition to any other relief to which Isomorphic Software may be entitled at law or in equity. (f) If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent possible, and the remaining provisions of these Terms will remain in full force and effect. (g) The failure, delay, or waiver by Isomorphic Software to act on any default or breach of these Terms shall not constitute a waiver of any other or subsequent default or breach. (h) All questions and notices from you concerning these Terms shall be directed to: Isomorphic Software Inc., 1 Sansome Street, Suite 350, San Francisco, CA 94104, USA, Attention: Legal.