Terms of service - Renie

Terms & Conditions of Use Update version – October 10, 2022

Please read these Terms & Conditions of Use (hereinafter referred to as “User Terms / Terms”) carefully before accessing or using our Products. You agree to be bound by the terms described herein. If you do not agree to these terms, please do not use our Products. Using the Products will be considered as a deemed acceptance of these User Terms. This agreement does not require a physical/digital signature. This agreement shall not be invalidated solely on the ground that it is not physically signed.

For the purpose of these Terms, wherever the context so requires “you” or “User” shall mean any natural or legal person who accesses and registers with the Platform to use Products and avail services rendered by the Platform.

Content & Purpose

The Platform is owned and operated by Renie Tech FZ-LLC, company incorporated in the United Arab Emirates with its primary place of business at RAKEZ Business Zone-FZ, Academic Zone 01, Business Center 5, Ras Al Khaimah Economic Zone, Ras Al Khaimah, United Arab Emirates (“Renie” or “we” or “us” or “our”).

These Terms of Use govern your access to and usage of Renie’s cutting-edge products (“Products”) and avail related services (“Services”) rendered by the Platform. Please refer to the Platform Terms for information regarding access to and usage of our Platform and how you can exercise your rights in relation to the access to and usage of our Platform

Products / Hardware

  1. Ownership:On making a purchase on the Platform, you obtain only the right to use the Product in accordance with these Terms. You do not have any ownership right, title, or interest in or to the Product or the embedded Software, other than the limited right to use granted under this Agreement. You may use the Product subject to your adherence to conditions of permitted use as outlined below. This Agreement and any license granted hereunder shall not be construed to convey, transfer or otherwise modify any rights of Renie. You hereby grant Renie a security interest in any right, title, and interest, now existing and hereafter arising, that you may have in and to the Product.

  2. Installation: Depending on the quantum of Purchase and other commercial considerations, at Renie’s discretion, the Product may either be installed at a location pre-determined by Renie, or may be delivered for installation at Your premises / an address provided by You, subject to terms of delivery further below. You understand that installation of the Product at Your premises / an address provided by You or at a location pre-determined by Renie does not alter the applicability of these Terms to You.

  3. Capacity usage: By purchasing the right to use our Products, you agree to exclusively rent to us perpetually the Product and the underlying capacity. You also agree that the ownership of plastics or wastes collected in the Products, including the economic value of derivative products such as recycled products or plastic credits shall belong solely to Renie. Where you do not rent the Product to Renie, you shall not be entitled to any capacity utilization fees from Renie.

  4. Capacity utilization fees: On renting the capacity in the Product to Renie, you shall be entitled to capacity utilization fees as agreed with us at the time of purchase of the right to use the Products, which shall be remitted to you on a periodic basis. The capacity utilization fees shall be computed as a fixed percentage of only the Plastic Credits (units representing specific quantity of plastic collected, based on metrics established by renowned plastic exchange at Renie’s discretion) accrued to Renie from such plastics / wastes collected by the Products purchased by you, at Renie’s discretion and as communicated by Renie to You from time-to-time.

  5. Repairs and maintenance: Installation, repairs, maintenance and support in relation to the Product shall only be provided by Renie or its agents. Where the Product is delivered to Your premises / an address provided by You, You agree to permit Renie, its representatives, and its agents to visit the premises and access the Product during reasonable business hours.

  6. Permitted use: Your right to usage of the Product is limited to: (a) in accordance with these Terms; (b) for the purpose of renting these perpetually to Renie; (c) usage only along with the enablement of the Software embedded by Renie. You may not and you must not permit others to: (a) disassemble the Product; (b) reverse engineer the Product; (c) modify or prepare derivative works of the Product; (d) use the Product in a way that infringes the intellectual property rights of Renie or any other third party; (e) use the Product to develop similar products or services; (f) publish or disclose to any third party any technical features; (g) eliminate or modify the ‘Renie’ branding on the Product. You may not distribute, rent, sublicense, lease or otherwise make the Hardware available, directly or indirectly, for use by any other person apart from Renie. Where the Product is delivered to You, You shall keep the Product in good repair and condition at all times. You are responsible for the placement and use of all Products in a secure environment. In case of any violation of these conditions, You must cease using the Product and return the Product to Renie immediately in the condition in which it was delivered to You, normal wear and tear excepted at Renie’s discretion.

  7. Risk of loss: You assume the risk of the Products being lost, stolen, damaged, destroyed, or otherwise unfit or unavailable to use from any cause whatsoever (each a “Loss Event”) in a scenario where Renie has delivered the possession of the Product to You / has installed the Product at Your premises / an address provided by You. If a Loss Event occurs, You shall immediately notify Renie in writing. Renie shall not be liable to replace the Product / refund any amount of the Purchase price or any other amount claimed by You. If reasonably requested by Renie, You will return the damaged Product to Renie.

Software

Purposes for which we may use the Information

We will retain User Information only to the extent it is necessary to provide services to the users. The information, which we collect from you, may be utilized for various business and/or regulatory purposes including for the following purposes:

  1. General: The software (including embedded software in the Product and third-partysoftware), documentation, interfaces, content, fonts and any data that came with your Product (“Renie Software”), as may be updated or replaced by feature enhancements, software updates, security responses, system files, or system restore software provided by Renie whether in read only memory, on any other media or in any other form are only licensed, not sold, to you by Renie for limited use only under these terms. Renie and its licensors retain ownership of the Renie Software itself and reserve all rights not expressly granted to you. Renie, at its discretion, may make available future Renie Software Changes. These terms will govern any Renie Software Changes provided by Renie, unless such Renie Software Change is accompanied by a separate license, in which case you agree that the terms of that license will govern.
  2. Permitted License Uses and Restrictions: Subject to these Terms, you are granted a limited non-exclusive royalty free license to use the Renie Software as embedded in the Products whose rights to usage under these Terms are purchased by you. These Terms do not grant you any rights to use Renie proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third-party devices and accessories, or third-party software applications, for use with Products. Subject to these Terms, you are granted a limited non-exclusive license to download Renie Software Changes that may be made available by Renie for your model of the Product to update or restore the software on any such Product that you own or control. This License does not allow you to update or restore any Product that you do not control or own. You may not make any copies except for back-up purposes only. By having the Product activated by Renie, you agree that Renie may transmit, collect, maintain, process and use both your ID associated with the Product and a unique hardware identifier collected from your Product. You may not, and you agree not to or enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Renie Software or any services provided by the Renie Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open-source components that may be included with the Renie Software). You agree not to remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Renie Software.
  3. Transfer: You may not rent, lease, lend, sell, redistribute, or sublicense the Renie Software embedded into the Product.
  4. By-products from Renie Software: You agree that all benefits derived from the Renie Software shall belong to Renie and that Renie alone shall have the right to monetise any data, statistics, the plastics collected by the Product, and the plastic credits generated.

Privacy

Any information that you provide to Renie is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to our service providers, as and when required. As part of providing to you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your account, which you may not be able to opt out from receiving.

Account activities

You are solely responsible for:

Your access and use of the Services in compliance with these User Terms and the Platform Terms and Applicable Data Protection Law;

  • Providing us with the relevant and accurate registration information as per the Platform Terms;
  • All activities that occur regarding your Account regardless of whether the activities are undertaken by you, your contractors, your agents, your representatives, your successors, or any other person authorized by you;
  • Safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your account;
  • Immediately ceasing use of the Services for a prohibited activity or purpose if we inform you that a specified activity or purpose is prohibited with respect to the Services; and
  • Determining whether the Services or the information generated thereby is accurate or sufficient for your purposes. Renie (including its officers, directors, executives, employees, agents, representatives, affiliates, service providers) will not be responsible for any alteration, compromise, corruption, damage or loss that may result from your failure to protect your login information, including any passwords. You agree to notify us immediately of any unauthorized access or use of your Account, log-in information, credentials or passwords, or any unauthorized activity in your Account. We have the right to suspend or terminate the Services without notice to you, if we reasonably suspect any unauthorized activity and you agree to cooperate with us in any investigation into suspected or actual unauthorized activity. Where your Account is so suspended and the breach remains.
  • uncured post any cure period we may grant you at our sole discretion, we reserve the right to terminate your Subscription with immediate effect.

Changes to the Services

We have the right but not the obligation to change content on our Platform at any time. We may discontinue or change any part of our Platform, that does not affect the Services, without notifying you. We may upgrade, update, or modify the provision of all or any part of the Services from time to time, including to improve the Services or to address any legal or regulatory requirements or to address a change in our policies (“Updates“) and you may receive notifications where the Update is material. What constitutes a “material Update” will be determined by us in good faith using our reasonable judgment but will only include an update that materially affects your use of the Services. Unless otherwise stated, the Updates are also subject to these User Terms and we reserve the right to deploy Updates at any time. Where you do not agree to an Update, your sole remedy shall be to terminate your use of the Services and to comply with the termination obligations set forth in these User Terms. Any use of the Services after the Update will constitute your acceptance of the Update.

Feedback

You may provide us suggestions, recommendations, enhancement requests or other feedback about the Services (“Feedback“). By submitting any Feedback, you agree that such Feedback is gratuitous, unsolicited and without restriction. You grant us a fully paid up, royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate Feedback, in whole or in part, into the Services or Platform. Further, unless you notify us otherwise via hello@renie.io, you grant us a fully paid up, royalty-free, worldwide, transferable license to use your name and logo to identify you as our customer on the Platform or in other sales or marketing materials, provided however, we will not issue any press release without your prior consent.

Sub-processors and Other Services

  1. Sub-processors: Certain third parties (each, a “Sub-processor“) may assist us in providing the Services by delivering their products and/or services as part of the Services. We contract directly with the Sub-processors for the provision of their products and/or services, which are integrated with or are an integral part of the Services. The products and services provided by the Sub-processors do not include any of the Other Services.
  2. Other Services: Certain other services (“Other Services“) such as integrations and apps may be made available to you through forums for their integration with the Services. These Other Services are governed by their own terms and privacy policies and you agree that we are not responsible for your use of these Other Services where you choose to enable these Other Services and integrate them into the Services. By enabling the Other Services, you understand and agree that we do not provide any warranties for Other

Services and we are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Other Services, or your reliance on the privacy practices, data security processes or other policies of such Other Services. You understand that we are not responsible for providing technical support for Other Services or for the data hosting and data transfer practices followed by providers of such Other Services. To this extent, you agree to address any comments, queries, complaints or feedback about such Other Services with the respective developers or publishers as specified in those forums.

Billing, Payments, and Deliveries

  1. Purchases: When you purchase the right to use the Product or a Service, you shall be required to make a payment towards such purchase on the Platform, except in the case of bulk purchases wherein the modalities of the purchase may be offline.
  2. Payment: You agree to pay the purchase price through a payment method acceptable to us. You hereby authorize us and/or our authorized agents, as applicable, to bill you in accordance with purchase (and any renewal thereof). Your payment is due in full immediately upon purchase. You must notify us of any change in your payment account information, either by updating your Account or via e-mail to hello@renie.io.
  3. Refunds and replacement: Unless otherwise specified in these User Terms, all Purchases are non-refundable. Notwithstanding the above, where the Product supplied to you is defective, a request for replacement may be made with 7 (seven) days of delivery of the Products to you. At its discretion and upon its verification of the claim, Renie shall replace the Product supplied to you. Only where it is not possible for Renie to replace the Product, it may choose to refund the purchase price to your original payment method. No interest / damages / penalties may be claimed by You.
  4. Cancellations: A purchase order placed on the Platform for which payment has been made may not be cancelled by you.
  5. Taxes: The price outlined on the Platform does not include any Taxes for which you are responsible except for withholding taxes that you may be required to withhold prior as per the applicable law in your jurisdiction prior to making a payment to us. You hereby agree to provide us with adequate explanation or pay or reimburse us for all such amounts upon demand.
  6. Benefits: We may, at our sole discretion, offer you certain non-transferrable benefits (such as discounts or a free extension in Term). The benefits may have an expiry date. If they do not have an expiry date, they will expire upon completion of three (3) months from their date of offer.
  7.  Deliveries: Product of which the right to use is purchased by You, may either be installed at a pre-determined location or shall be shipped to the shipping address provided by You. If for any reason the shipping address provided by You does not fall under our delivery coverage area, we shall intimate the same to You and request You to provide us with an alternate address. Please note that we may facilitate deliveries via third party delivery partners. You agree that Renie shall not be held responsible for any negligence, mishandling or loss on account of the actions of third party delivery partners. Shipping / delivery expenses shall be borne by You.

Confidentiality

  1. The access, disclosure and use of Confidential Information and any other rights and obligations regarding such information shall be solely and exclusively governed by these User Terms. All confidentiality obligations shall remain in force and effect for the Term plus one (1) year.
  2. You or us (the “Disclosing Party”) may from time to time, while Your Subscriptions are valid, disclose to the other (the “Receiving Party”) the Disclosing Party’s confidential, proprietary and/or non-public information, materials or knowledge that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information, materials or knowledge and/or the circumstances of disclosure (the “Confidential Information“). For purposes of these User Terms, Your Confidential Information includes your Trade Book and service data, and our Confidential Information includes the Services. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information from unauthorized access, disclosure or use in the same manner that the Receiving Party protects its own confidential or proprietary information of a similar nature but with no less than reasonable care. The Receiving Party will only access and use the Disclosing Party’s Confidential Information in connection with performing these User Terms (or as expressly authorized by the Disclosing Party in writing), and will disclose the Disclosing Party’s Confidential Information only to the employees and contractors of the Receiving Party who have a need to know the Confidential Information for purposes of performing these User Terms (or for other purposes as expressly authorized by the Disclosing Party in writing) and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder.
  3. The Receiving Party’s obligations with respect to Confidential Information of the Disclosing Party will terminate if the Receiving Party can document that such information (i) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party free from any obligation of confidence, (ii) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions, (iii) is, or through no fault of the Receiving Party has become, generally available to the public or (iv) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent

compelled by law or a court or other judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such compelled disclosure promptly and in writing (to the extent legally permitted) and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure

D. The Receiving Party will return to the Disclosing Party all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party. At the Disclosing Party’s request, the Receiving Party will certify in writing that it has fully complied with its obligations under this Section. Notwithstanding this, the User may for personal use, download or make copies of the Reports generated by the Platform and is under no obligation to return these pursuant to Termination.

Disclaimer of warranties

The Products are provided on an “As Is” basis and Renie disclaims all representations, warranties, and conditions, express, implied, or collateral, of any kind whatsoever. Without limiting the foregoing, Renie does not represent or warrant that the Products will meet any or all of Your particular requirements, that the operation of the Product or services will be error-free or uninterrupted.

Indemnity and liability

You agree to indemnify and hold the Company (including its officers, directors, executives, employees, agents, representatives, affiliates, service providers) harmless from any and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys’ fees, or arising out of or related to: (a) loss of your data (including personal information) disclosed by you in connection to these User Terms; and (b) your breach of these User Terms, your violation of any law or the rights of a third party, or your use of the Platform.

You acknowledge and agree that Renie has been irrevocably appointed to act as sole and exclusive agent of these Indemnified Parties for the purpose of recovering (whether through court proceedings or otherwise) the Losses of the Indemnified Parties and enforcing the indemnities.

To the maximum extent permitted by Law:

  1. a)  Renie and its personnel will not be liable for any Indirect Loss; and
  2. b)  Where applicable, Renie’s personnel maximum liability arising out of or in connection with these User Terms and the Terms of Platform, whether in contract, tort, breach of warranty or statutory guarantee or otherwise, will be limited to the: (i) the resupply of the services to you; or (ii) the payment of the cost of having the services supplied again.

Our relationship

The Company and the User are independent contractors. Nothing in these User Terms shall be deemed to constitute a partnership, joint venture, employment or franchise between the Company and the User, nor constitute either as the agent of the other for any purpose or entitle either to commit or bind the other in any manner.

Changes to these User Terms

We may revise/update these User Terms from time to time. The most current version of the User Terms will govern our processing of your data and will always be at https:// Renie.com/ termsofservice. If we make any change to these User Terms that, in our sole discretion, is material, we will endeavour to notify you via prominent notice on the Platform or send an email to the email address associated with your account. To the extent permitted under the applicable law, by continuing to access or use our Products and / or Services after the changes become effective, you agree to be bound by the revised User Terms.

Non-assignment

You shall not assign or transfer or purport to assign or transfer the contract between you and us to any other person. However, the Company may assign its rights and duties under these User Terms without any such assignment being considered a change to the User Terms and without any notice to you.

Force Majeure and other events

We will make commercially reasonable efforts to keep the Services operational twenty-four (24) hours a day and seven (7) days a week, however, we shall not be liable for inadequacy of or irregularity in the Services caused by: (i) any circumstance beyond our reasonable control, including acts of God, acts of Government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, technical failures (including failures in telecommunications, internet, internet service provider or hosting facilities, power shortages) or acts undertaken by third parties, including without limitation, denial of service attacks; (ii) sub optimal functionality, availability or downtime of your payment gateway and/or ‘Other Services’; (iii) your use of the Services in an unauthorized, improper or unlawful manner; or for any misuse or modification or damage of the Services caused by you; or any breach of these User Terms by you; or (iv) planned downtime for maintenance, upgrades and updates for which we will use commercially reasonable efforts to provide at least forty-eight (48) hours prior notice (collectively, the “Force Majeure and Other Events“). Despite our efforts, the Services or any functionality may from time to time encounter technical or other problems and may not continue to be uninterrupted. We are not responsible for any such problems, interruption, any ongoing obligation to offer our Services or any functionality, or any damages resulting therefrom.

Severability

If any of these User Terms should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these User Terms are intended to be effective, then to the extent and within the jurisdiction where that term is illegal, invalid or unenforceable, it shall be severed and deleted and the remaining User Terms shall survive, remain in full force and effect and continue to be binding and enforceable.

Entire Agreement

These User Terms, our Platform Terms, and our Privacy Policy are the entire agreement between Renie and you regarding the purchase and usage of the Products and related Services (excluding any services for which you have a separate agreement with us that is explicitly in addition or in place of these User Terms), and these User Terms supersede and replace any prior agreements between Renie and you regarding the Services.

Governing law and dispute resolution

These User Terms are subject to the laws of Ras Al Khaimah, United Arab Emirates. The courts in Ras Al Khaimah, United Arab Emirates shall bear jurisdiction over any dispute, claim or controversy arising out of or relating to these Platform Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform

Surviving provisions

When the User Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply.