Version 2. Effective as at 09/09/2021

ReNew Group Terms of Service

CAREFULLY READ THESE RENEW GROUP TERMS OF SERVICE.  BY EXECUTING A COPY OF THESE TERMS OF SERVICE, CLICKING ACCEPT OR AGREE TO THE TERMS OF SERVICE WHEN THIS OPTION IS MADE AVAILBLE TO YOU, OR ACCESSING AND USING THE RENEW GROUP SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THESE TERMS OF SERVICE ON BEHALF OF YOUR FIRM, COMPANY, OR OTHER ORGANIZATION RECEIVING THE RENEW GROUP SERVICES. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, ACCEPT, AGREE TO, ACCESS, OR OTHERWISE USE THE RENEW GROUP SERVICES.  

These Terms of Service govern your access to and use of www.renewgroup.com and your use of the Renew Group Services. These Terms of Service are by and between ReNew Group, LLC ("ReNew Group"), and your organization or other legal entity (“you" or “your”) on whose behalf you are entering these Terms of Service.    

1.          Definitions.  Terms not otherwise defined herein shall have the following meanings:

Access Credentials means the user identification name and password and/or other access keys or controls for the Services.

“Authorized Users means individuals authorized by you to use the Services solely on your behalf, which may include, employees, temporary employees, and contractors but no other third parties without ReNew Group’s prior written consent.  

Your Data means any information transmitted to the Services via the ReNew Group devices or otherwise uploaded or stored to the Services by your Authorized Users including information necessary to set-up your account.

Documentation means user manuals, online help files, technical manuals, and other materials published by ReNew Group which describe the Services and its uses, features, specifications, and/or technical requirements.

Order means the ReNew Group Services that you subscribe to or purchase from ReNew Group.

Personal Data” shall have the meaning set forth in Exhibit 1.  

Process, Processing, and Processed” shall have the meaning set forth in Exhibit 1.

Processed Data” means all information that is collected by ReNew Group, or to which ReNew Group has access that relates to you and your Authorized Users’ use of the Services. Processed Data includes, but is not limited to, Your Data and the results generated through use of the Services.  Except in relation to the provision of the Services to you, any use of Processed Data will be masked or aggregated by ReNew Group so that you and your Authorized Users are not identified as the original provider of such data.

Professional Services” means implementation, configuration, integration, training, advisory, and other professional services related to the Services that are specified in an Order or statement of work.

ReNew Group Services” means the Services, Professional Services, and any other online service provided or controlled by ReNew Group for use with the Services.  

Services” means the online services, content, and products provided to you pursuant to an Order and these Terms of Service. Services may be for masterclasses (e.g., 6 – 12 week courses, etc.) or for subscription services for a set period of time (e.g., monthly, yearly, etc.).  

Term” means the period of authorized access and use of Services as set forth in an Order.

2.         Right to Access and Use of Services.  ReNew Group hereby grants to you and your Authorized Users, a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services for your internal business purposes in connection with your use of the Services during the Term, subject to the terms of your Order  and these Terms of Service.  All rights not expressly granted to you are reserved to ReNew Group.  

3.         Usage Restrictions. In addition to any other limitations set forth in these Terms and Conditions and any Order, you agree (i) not to copy, download, modify or translate any software and/or database hosted as part of the Services in any manner not authorized by these Terms of Service; (ii) not to reverse engineer, decompile, or disassemble any software and/or database hosted as part of the Services, or otherwise attempt to discover the underlying source code of the Services; (iii) not to tamper with, bypass or alter the security features of the Services or any of the hosted infrastructure, (iv) not to rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Services or any features or functionality of the Services to any person or entity other than your Authorized Users, or use the Services to run an outsourcing business; (v) not to use the Services in violation of any law, regulation, or rule including for any illegal, obscene or threatening purpose; and (vi) not to use the Services or its contents for purposes of competitive analysis, the development of a competing product or service, or any purpose that is detrimental to ReNew Group or to its commercial disadvantage.  

4.         Your Obligations; Your Data.  

4.1        Your Obligations. Only Authorized Users may use the Services, and solely for your internal business purposes. All use of the Services by your Authorized Users must comply with these Terms of Service. Your Authorized Users will be granted access to the Services through individual usernames and passwords. You will ensure that each Authorized User uses a unique username and password and that such usernames and passwords are not shared. You shall promptly notify ReNew Group if any Authorized User’s username or password has been or is suspected of being lost, stolen or compromised. You shall implement appropriate security measures to safeguard your Access Credentials and you are solely responsible for any and all activity that occurs in connection with your Access Credentials. You must maintain all hardware, software and network connectivity needed to connect to the Services.  

4.3        Your Data. These Terms of Service govern ReNew Group’s collection and usage of Your Data. You acknowledge and agree that ReNew Group may use the Your Data including any Processed Data to provide the Services to you and as otherwise set forth in these Terms of Service. By submitting or transmitting Your Data to the Services, you represent and warrant that you are the owner of, and have all necessary right and permissions in the Your Data to permit ReNew Group to use the same in accordance with these Terms of Service without violating the rights of any third party.  ReNew Group shall implement and maintain appropriate technical, physical and organizational controls to secure the Services and to protect the security, confidentiality and integrity of the Your Data.  Each party acknowledges and agrees that Your Data may include information pertaining to the following: Name, Firm Name, Phone Number, Email Address, Firm Revenue and Profitability.

4.4        For EU, Swiss, and UK Customers.  You acknowledge and agree to notify ReNew Group of any intent to host any Personal Data subject to European, Swiss, or United Kingdom (UK) data protection laws in the Services prior to uploading any such Personal Data into the Services and in the event you are permitted by ReNew Group to upload such Personal Data to the Services, each party shall comply with its obligations and responsibilities set forth in Exhibit 1. In the event of a conflict between these Terms of Service and Exhibit 1, the terms and conditions set forth in Exhibit 1 shall supersede and control with respect to such conflict. The parties agree that for purposes of Processing of the Personal Data subject to European, Swiss, or UK data protection laws through the Services, ReNew Group is acting as a data processor on your behalf, and you hereby appoint ReNew Group to Process Personal Data in order to provide the Services. For the avoidance of doubt, each party understands and agrees that Processing of business contact data of employees, personnel, or third parties involved in performance or use of the Services on behalf of the other party does not constitute Processing on behalf of that other party. In the event ReNew Group collects and processes such business contact data, it shall comply with its website privacy policy, which is available at https://renewgroup.live/privacy-policy/

5.      Ancillary Services.  

5.1     Free Services. ReNew Group may make Services available to you specifying that the Services are provided free of charge, on a trial basis, and/or to be used at your own risk (“Free Services”). Notwithstanding any other provision of these Terms of Service, you acknowledge and agree that: (i) Free Services are made available without any support, maintenance, warranty, commitment to availability, security, or accuracy, or other related obligation of any kind under these Terms of Service, unless otherwise required by applicable law; (ii) Free Services may not include or allow access to all features and functionality available to paying customers; (iii) ReNew Group may terminate the use of a Free Services at any time, unless otherwise specified in writing, and ReNew Group will not be liable for such termination; and (iv) data, information, and content submitted to a Free Services may be permanently lost, and ReNew Group will not be liable for such loss.

5.2    Professional Services. ReNew Group may agree to provide you Professional Services, subject to these Terms of Service.

5.3    Additional Terms.  Additional terms and conditions (the “Additional Terms”) may apply to specific products, services or features made available by ReNew Group on or through the Services. The Additional Terms (as applicable) are hereby incorporated by this reference into these Terms of Service. In the event of a conflict between any Additional Terms and these Terms of Service, the Additional Terms shall prevail.

6.         Fees and Payment Terms.  

6.1        Fees.  To the extent the Services or any portion thereof is made available for any fee, you will be required to select a payment plan in your Order and provide ReNew Group information regarding your credit card or other payment instrument. You represent and warrant to ReNew Group that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay ReNew Group the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and these Terms of Service. You hereby authorize ReNew Group to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) until you deactivate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must provide written notice to ReNew Group within fourteen (14) days after the date that ReNew Group charges you. ReNew Group reserves the right to change ReNew Group's prices. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount.

6.2        Recurring Subscriptions. All subscription-based Services automatically renew according to the subscription plan (e.g., monthly or annually)). You authorize ReNew Group to maintain your account information and charge that account automatically upon the renewal of the Services you choose with no further action required by you. In the event that ReNew Group is unable to charge your account as authorized by you when you enrolled in the Services, ReNew Group, may, in its sole discretion: (i) bill you for the Services and suspend your access to the Services until payment is received, and/or (ii) seek to update your account information through third party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you.  For the avoidance of doubt, a “Masterclass” remains accessible for the period of time set forth in the Order. The Masterclass is not a subscription-based Service, and therefore does not auto renew at the end of the course period.

6.3        No Refunds.  Payments are nonrefundable and there are no refunds or credits for partially used periods. You may cancel the Services at any time, but if you cancel your Services before the end of your Term, ReNew Group will not refund any fees already paid to ReNew Group for the cancelled Services (except as provided in Section 7.2). Following any cancellation, however, you will continue to have access to the Services through the end of the Term. At any time, and for any reason, ReNew Group may provide a refund, discount, or other consideration to some or all of ReNew Group’s users ("credits"). The amount and form of such credits, and the decision to provide them, are at ReNew Group’s sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate ReNew Group to provide credits in the future, under any circumstance.

6.4        Invoices.  ReNew Group will charge you fees for the Services in advance of providing the Services, as set forth in the applicable Order.  ReNew Group will charge you for Professional Service on a time and materials basis monthly in arrears unless otherwise set forth in the applicable Order.  Payment is due within thirty (30) days of receipt of the applicable invoice.  ReNew Group may suspend the Services or terminate these Terms of Service for non-payment by you as set forth in Section 7.2.  You will pay a late fee equal to one-and-one-half percent (1.5%) per month or the maximum amount allowed by law, if less, on all past due amounts. You are also liable for all costs of collection incurred by ReNew Group for past due sums, including without limitation, collection agency fees, reasonable attorneys’ fees and court costs.

6.5        Taxes and Other Charges. All amounts payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You shall be responsible for and shall pay all such taxes and indemnify ReNew Group from any liability thereon. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing ReNew Group with legally-sufficient tax exemption certificates for each taxing jurisdiction. If any deduction or withholding is required by law, you will notify ReNew Group and will pay ReNew Group any additional amounts necessary to ensure that the net amount of payment that ReNew Group receives, after any deduction and withholding, equals the amount of payment ReNew Group would have received if no deduction or withholding had been required. Additionally, you will provide ReNew Group with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. In no event shall you be responsible for any state or federal income tax incurred by ReNew Group, due to relationship with you.

7.         Term & Termination; Suspension.  

7.1        Term.  These Terms of Service will remain in effect until terminated as set forth herein or by the parties’ mutual written agreement. Orders will remain in effect for the Term of the Services specified in the applicable Order, including any renewals, unless earlier terminated pursuant to Section 6.3 or this Section 7.

7.2        Termination or Suspension. ReNew Group may, at its option, terminate these Terms of Service for cause or suspend the Services if: (i) ReNew Group reasonably believes that the Services are being used in violation of law or the terms of these Terms of Service; (ii) your use of the Services interferes with the normal operations of the Services or other customer’s use of the same; (iii) there is an attack on the Services or your server(s), your server is accessed or manipulated by a third party without your consent, or there is another event for which ReNew Group reasonably believes suspension of the Services is necessary to protect the ReNew Group network or ReNew Group's other customers; (iv) your payment of any invoiced amount is overdue and you fail to pay the overdue amount within ten (10) days of ReNew Group's written notice; (v) you breach any obligation relating to ReNew Group's (or its suppliers’) intellectual property rights; or (vi) you materially fail to comply with any other provision of these Terms of Service and do not remedy that failure within fifteen (15) days of ReNew Group's notice to you describing the failure in reasonable detail.  ReNew Group will endeavor to give you advance notice of pending suspension or termination, unless ReNew Group determines, in ReNew Group's reasonable commercial judgment, that a suspension on no or shorter notice is necessary to protect ReNew Group, its customers, or others. you may terminate these Terms of Service for ReNew Group’s material breach which remains uncured after the giving by you of not less than thirty (30) days’ prior written notice of the breach to ReNew Group.

7.3        Effect of Termination. Termination of these Terms of Service will not relieve a party from any accrued payment obligations. ReNew Group will not be liable to you for any claims or damages of any kind arising out of termination of these Terms of Service or suspension of Services in accordance with this Section 7.

8.         Confidentiality

8.1        Each party, as a recipient (“Recipient”), agrees to use the disclosing party’s (“Discloser”) Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms of Service.  Recipient will not disclose Discloser’s Confidential Information to any third party other than its Authorized Recipients.  As used herein, “Authorized Recipients” are a party’s and its affiliates’ officers, employees, agents and consultants who require access to the Confidential Information for the purpose set forth in these Terms of Service and who are bound by confidentiality obligations at least as stringent as those set forth herein.  Recipient shall use commercially reasonable standards to protect the Confidential Information from disclosure using equal measures as it uses to protect its own Confidential Information of a similar nature.

8.2        The obligations set forth in this Section 8 shall survive until three (3) years from the termination or expiration of these Terms of Service except with regard to trade secret information which shall be protected for the statutory period, and Personal Data which shall be protected for so long as in Recipient’s possession.

8.3        “Confidential Information” refers to any proprietary information, software, data or know-how of the Discloser that is disclosed under these Terms of Service which is marked as confidential, or which a reasonable person would understand to be confidential based on the context of the disclosure or the nature of the information. For purposes of clarification, the Services and Documentation shall be ReNew Group’s Confidential Information and Your Data shall be your Confidential Information except to the extent that it has been anonymized and aggregated by ReNew Group and is no longer be attributable to you or any Authorized User. Confidential Information does not include information which the Recipient may demonstrate through written evidence: (i) was already known to the Recipient prior to the time that it was disclosed by the Discloser; (ii) is or has entered the public domain through no breach of these Terms of Service by Recipient; (iii) has rightfully been received by Recipient  from a third party without any breach of these Terms of Service; (iv) was approved for release by the written consent of the Discloser; (v) was independently developed by the Recipient without use of the Discloser’s Confidential Information; or (vi) was required to be disclosed pursuant to the order of a court or governmental agency of competent jurisdiction provided that the Discloser has, if permitted by law, been given reasonable notice of the order and the opportunity to contest the disclosure and any such disclosure is limited strictly to the Confidential Information which is the subject of such order.

8.4        Except as otherwise set forth in these Terms of Service each party shall use commercially reasonable efforts to return to destroy all Confidential Information in accordance with Section 8. Notwithstanding, Recipient will not be obligated to render unrecoverable Confidential Information of the Discloser that is contained in an archived computer system backup made in accordance with the Recipient’s legal and financial compliance obligations or security and disaster recovery procedure. Any such retained Confidential Information will remain subject to Section 8 (Confidentiality).  Upon request, you agree to provide ReNew Group with written certification by an authorized officer that all information from the Services has been removed and deleted from all of your hardware and storage devices.

9.         Intellectual Property Rights.  

9.1        The Services are owned by ReNew Group (and its licensors) and are protected by applicable intellectual property laws and regulations, including United States and international copyright laws. As between the parties hereto, ReNew Group retains all right, title and interest in and to the ReNew Group Services and any derivative works that are created and/or developed based, in whole or in part, on access to and use of the ReNew Group Services. Nothing herein shall operate to transfer or convey to you any rights in any ReNew Group Services and/or software hosted as part of the Services. You agree to promptly notify ReNew Group if you become aware of, or suspect any unauthorized, access, use or misuse of the ReNew Group Services.  Similarly, you retain all right, title and interest in and to Your Data. To the extent you provide ReNew Group with any feedback, best practices, templates, systems, ideas, or technical improvement suggestions about the ReNew Group Services (“Feedback”), you acknowledge and agree that ReNew Group will be the owner of all such Feedback and may use and incorporate the Feedback into the ReNew Group Services without compensation or attribution to you. Further, you acknowledge and agree that ReNew Group shall have the right to anonymize and aggregate Processed Data and use it for ReNew Group’s own purposes including to analyze trends, perform market research, to improve the ReNew Group Services, and to develop other products and technologies and that ReNew Group will own all such anonymized Processed Data.

9.2        All trademarks on or related to the ReNew Group Services are the sole and exclusive property of ReNew Group and are protected by US and international trademark laws. Nothing in these Terms of Service shall give you any right, title, or interest in or to ReNew Group’s trademarks, nor give you any right to use ReNew Group’s trademarks for any purpose without the prior written approval of ReNew Group. You agree that you will do nothing inconsistent with ReNew Group’s ownership of its trademarks and will not register, nor attempt to register, any trade name or trademark which, in whole or in part, incorporates or is confusingly similar to any of ReNew Group’s trademarks.

10.        Representations and Warranties; Disclaimers.  

10.1      ReNew Group warrants that: (i) it has the necessary authority to enter into these Terms and Conditions, (ii) the Services and any Professional Services will substantially perform in accordance with applicable Documentation. You shall notify ReNew Group of any non-compliance with the foregoing warranties within thirty (30) days after the event giving rise to the breach of warranty occurs. If ReNew Group has not cured or corrected the failure within thirty (30) days following its receipt of such notice, then (a) with respect to the Services, you may terminate the applicable Order and ReNew Group shall issue a refund of prepaid fees covering the terminated portion of the  Services, and (b) with respect to any Professional Services, ReNew Group shall, in its sole discretion, either (1) repair or re-perform such Professional Services (or the defective part) or (2) credit or refund the price of such Professional Services on a pro-rata basis. This Section 10.1 sets forth your exclusive rights and remedies and ReNew Group’s sole liability in connection with this warranty for ReNew Group Services.  

10.2 EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RENEW GROUP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. RENEW GROUP DOES NOT REPRESENT THAT THE RENEW GROUP SERVICES WILL BE COMPLETELY SECURE OR WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF, OR ACCESS TO, THE RENEW GROUP SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE RENEW GROUP SERVICES WILL BE CORRECTED.  RENEW GROUP MAKES NO WARRANTY THAT (I) THE RENEW GROUP SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTIONS, OR (II) THAT YOU WILL OBTAIN ANY SPECIFIC RESULTS OR PERFFORMANCE. 11.     LIMITED LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RENEW GROUP BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST DATA, RELATING TO THE RENEW GROUP SERVICES OR THE PROVISION OR FAILURE TO PROVIDE THE RENEW GROUP SERVICES OR SUPPORT THEREFOR, WHETHER OR NOT DUE TO RENEW GROUP’S NEGLIGENCE. RENEW GROUP’S TOTAL, AGGREGATE LIABILITY FOR ANY DAMAGES OR CLAIMS ARISING UNDER THIS AGREEMENT OR RELATED TO THE RENEW GROUP SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR ACCESS TO THE RENEW GROUP SERVICES UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD BEFORE THE CLAIM AROSE. THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY TO DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.        Indemnification.  

12.1      By ReNew Group. ReNew Group will indemnify, defend and hold you and your Authorized Users harmless against any losses, damages, expenses or liabilities arising from claims that your use of the ReNew Group Services infringes or misappropriates the intellectual property rights of a third party; provided that, ReNew Group shall not be required to indemnify you to the extent that the claim was caused by your use of the ReNew Group Services in violation of these Terms of Service or due to your unauthorized modifications or combinations of the ReNew Group Services with and into other technologies or services without ReNew Group’s written consent. If ReNew Group is obligated to indemnify you under this Section 12 or if it reasonably believes it may have liability under this Section 12, ReNew Group may, in addition to its other obligations hereunder: (i) obtain for you the right to continue using the ReNew Group Services on a non-infringing basis; or (ii) modify the ReNew Group Services so they are no longer infringing but of equivalent or better functionality, performance and interoperability. If neither of the foregoing options are commercially feasible, ReNew Group may discontinue the provisioning of the ReNew Group Services; provided that, it will issue you a pro rata refund or credit for the ReNew Group Services in accordance with Section 10.1.  

12.2      By You. You will indemnify, defend and hold ReNew Group harmless against any losses, damages, expenses or liabilities arising from your or your Authorized User’s use of the ReNew Group Services, including without limitation the violation of these Terms of Service, or any misappropriation or infringement of intellectual property rights arising from your or your Authorized User’s content uploaded or transmitted through the Services.

12.3      Process. A party seeking indemnity (an indemnified party) must give the indemnifying party prompt written notice of any claim for indemnification under this Section 12; provided that, the failure or delay in doing so will not excuse an indemnifying party of its indemnification obligations except to the extent its ability to defend the claim is materially prejudiced by such failure or delay. An indemnified party shall thereafter have the sole right to control the investigation, defense, and settlement of the claim at its sole cost and expense, provided that any settlement unconditionally releases the indemnified party of all liability and does not make any admissions on behalf of the indemnified party or include payment of any amounts by the indemnified party. An indemnified party may retain counsel to represent it on a non-controlling basis at its own cost and expense. An indemnified party shall reasonably cooperate with the indemnifying party in the investigation, trial and defense of such claim and any appeal arising therefrom at the indemnifying party’s expense.

13.       Third Party Products; Links; Reliance on Information.

13.1      Third Party Products. If you separately procure services, applications, or online content from a third party (“Third Party Products”) for use with the Services, any such use is subject to the end-user license or use agreement that you accept from or establishes with the third party. Third Party Products are not Services and, as between the parties, ReNew Group has no liability with respect to your procurement or use of Third Party Products.

13.2      Third Party Content.  The Services may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. ReNew Group is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. ReNew Group does not warrant the accuracy, completeness, or usefulness of information posted by third parties. Any reliance you place on such information is strictly at your own risk. ReNew Group disclaims all liability and responsibility arising from any reliance placed on such third party information by you or any other visitor to the website, or by anyone who may be informed of such third party information.

13.3      Links.  If the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. ReNew Group has no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to these Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

14.        Export Regulation. You agree to abide by and to conform to any and all export regulations in force during these Terms of Service that are applicable to you or the Services provided, including but not limited to any export rules and regulations of the United States of America.  You understand that these regulations may prohibit the export or re-export of Documentation, and any information or technical data related to the Services.  The Services and the underlying information and technology may not be accessed, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Sudan, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.

15.        Modifications.  ReNew Group reserves the right to change or modify the terms of these Terms of Service upon written notice to you.  All such changes will: (i) be applied prospectively; and (ii) will apply to all similarly situated users of the Services unless otherwise stated in the updated Terms of Service or a separate communication to you. If any changes to these Terms of Service apply to you and are unacceptable to you, you may terminate your access to the Services by providing ten (10) days’ written notice of termination to ReNew Group, delivered at any time within thirty (30) days of the effective date of the change.  Continued use of the Services following the effective date of any changes constitutes your acceptance of the changes but does not affect the foregoing right of termination. For purpose of this Section 15, the posting of an updated copy of these Terms of Service to the Services shall constitute written notice of the change(s) to these Terms of Service.  

16.        Miscellaneous.  

16.1      Notices.  Except as otherwise provided herein, notices under these Terms of Service will be deemed to be sufficiently given, effective on the date received, when delivered personally or by overnight express, or nationally recognized courier services, or three (3) business days after mailing when sent by certified or registered mail, postage prepaid.  Notice required to be given to you hereunder will be sent to the address specified in the Order at the attention of your designated contact person.  Notice required to be given to ReNew Group should be sent to your designated ReNew Group Sales Representative with a copy to ReNew Group at the address provided in the Order.

16.2      Electronic Notices. You consent to receive from ReNew Group all communications including notices, agreements, legally required disclosures or other information in connection with the Services electronically. ReNew Group may provide such notices by posting them on the Services or at the email address you provided to ReNew Group. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the Services.

16.3      The Order together with these Terms of Service and any other terms and conditions incorporated into these Terms of Service by reference constitutes the complete agreement between ReNew Group and you regarding the ReNew Group Services and supersedes all previous communications between the parties relating to the subject matter herein.  

16.4      You may not assign these Terms of Service or the license granted hereunder without ReNew Group’s prior written consent.  ReNew Group’s failure to enforce any rights hereunder, irrespective of the length of time for which such failure continues, shall not constitute a waiver of those or any other rights.  

16.5      These Terms of Service shall be governed by the laws of the State of California without reference to its conflicts of law principles or your state or country of residence.  Each party hereby consents to the exclusive personal jurisdiction and venue of the federal and state courts located in Alameda County, State of California, United States of America, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.  You agree you may only bring claims against ReNew Group related to your use of the Services on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods from application to these Terms of Service.  The parties agree that any claim arising out of or related to these Terms of Service must be brought within one (1) year after the date it first accrued.  If any action, suit, or legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of [or related to these Terms of Service, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.

16.6      Each party acknowledges that a breach by a party of Section 8 (Confidentiality) or Section 9 (Intellectual Property Rights), may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in these Terms of Service to the contrary.

16.7      Portions of the Services may utilize or include third party software, open source software, and other copyrighted material.  Information for such third party or open source software will be available via a link accessible within the Services. Use of such third party or open source software is governed exclusively by their respective terms and not by these Terms of Service.  

16.8      Except for payment obligations, neither party shall be held responsible for any delay or failure in its performance to the extent that such delay or failure is caused by causes beyond its reasonable control.

16.9      If any part of these Terms of Service is found unenforceable by a court of competent jurisdiction, such provision(s) will be ineffective to the extent of the court’s ruling and the remainder of these Terms of Service will remain in full force and effect.  The waiver by a party of any breach of any provision of these Terms of Service will not operate or be construed as a waiver of any subsequent breach.  The parties' relationship is that of independent contractors.  Neither party is an agent for the other, nor does either party have the right to bind the other to any agreement with a third party. The captions used in these Terms of Service are for convenience only and are not binding.

(Signature Page Follows)


IN WITNESS WHEREOF, the undersigned parties have executed these Terms of Service effective as of _____________, 202__.

RENEW GROUP, LLC                                                      YOU (CLIENT):

                                                                                   Legal Entity Name:                                  

By_______________________                                          By_______________________                  

Name:____________________                                          Name:____________________                  

Title:_____________________                                          Title:_____________________                  

Exhibit 1

Data Processing Addendum

1.          DEFINITIONS

1.1        In this Data Processing Addendum (“DPA”), capitalized terms shall have the following meanings, unless defined in the Terms of Service or otherwise required given the context:

“Applicable Data Protection Laws”

means the GDPR and all applicable European Union (EU) Member State legislation implementing the same; the Switzerland Federal Act on Data Protection of June 19, 1992 and all of its ordinances, including the Ordinance to the Federal Act on Data Protection; and, the UK Data Protection Act 2018;

Data Controller”

means you;

“Data Processor”

means ReNew Group;

GDPR

means Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (EU);

“Standard Contractual Clauses”

means the Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council;

“Subprocessor”

means any Processor engaged by the Data Processor (or by any other Subprocessor of the Data Processor) to Process Personal Data on behalf of the Data Controller in accordance with its Instructions and the terms of the written subcontract.

The terms “Personal Data,” “Personal Data Breach,” “Process/Processing,” “Special Categories of Data” and “Supervisory Authority,” shall each have the meaning ascribed to it in the Applicable Data Protection Laws.

1.2        The captions and section headings used are for the purposes of reference and convenience only, are not a part of this DPA, and shall not be used in construing this DPA. References in this DPA to “writing” or “written” includes e-mails and certified mail.

2.          SCOPE AND APPLICATION OF THIS DPA

2.1        This DPA only supplements the provisions of the Terms of Service in relation to the Processing Services provided by the Data Processor to the Data Controller pursuant to the Terms of Service.

3.          DATA PROCESSING OBLIGATIONS

3.1        With respect to Personal Data uploaded to the Services, the Data Controller will be responsible for complying with all requirements that apply to it under Applicable Data Protection Laws. In particular but without prejudice to the generality of the foregoing, the Data Controller acknowledges and agrees that it will be solely responsible for the following: (i) the accuracy, quality, and legality of Personal Data uploaded to the Services; (ii) complying with all necessary transparency and lawfulness requirements under applicable law for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations; (iii) ensuring the Data Controller has the right to transfer, or provide access to, the Personal Data to the Data Processor for Processing in accordance with the Terms of Service (including this DPA); and (iv) ensuring that its Processing instructions comply with all Applicable Data Protection Laws. The Data Controller will not input into the Services, or otherwise provide the Data Processor, with any Special Categories of Personal Data, unless otherwise agreed to separately by the Data Controller. The Data Controller will inform the Data Processor, immediately and without undue delay, if Data Controller is not able to comply with its responsibilities set forth in this DPA.

3.2        The Data Processor agrees to Process the Personal Data in accordance with the terms and conditions set out in this DPA, and in particular the Data Processor undertakes: (i) to Process the Personal Data only on behalf of the Data Controller and at all times in compliance with the Data Controller’s Instructions as defined in this DPA, and all Applicable Data Protection Laws; (ii) to ensure that any personnel entrusted with Processing the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; and (iii) to implement and maintain commercially reasonable technical and organizational measures to appropriately protect Personal Data against a Personal Data Breach, and which shall include security requirements no less stringent than the ones the Data Processor implements and maintains to protect the confidentiality, integrity, and availability of its own proprietary information.

3.3        The Data Processor agrees to promptly notify the Data Controller about (i) any legally binding request for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation; (ii) any Personal Data Breach affecting the Personal Data Processed on behalf of the Data Controller, and (iii) any request received directly from the Data Subjects (including rights to access, rectification, deletion, objection, restriction, data transfer, and the right not to be subject to a decision based solely on automated Processing, including profiling). The Data Processor will not respond directly to that request, except to notify the Data Subject that it is acting on behalf of the Data Controller and to furnish the Data Subject with the contact information of the Data Controller. The Data Processor, taking into account the nature of the Processing, will assist the Data Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Data Controller’s obligation to respond to requests for exercising the Data Subject’s rights.

3.4        The Data Processor agrees to provide commercially reasonable cooperation to the Data Controller to assist the Data Controller comply with its own legal obligations related to Personal Data, such as: notification of a Personal Data Breach to the competent supervisory authority, communication of such Personal Data Breach to the Data Subjects affected and, where applicable, implementation of data protection impact assessments and prior consultations with supervisory authorities, taking into account the nature of the Processing and the information available to the Data Processor.

4.          INTERNATIONAL DATA TRANSFERS

4.1        The Data Controller hereby acknowledges and agrees that the Data Processor is located in the United States of America and that it will Process Personal Data in the United States of America in order to perform the Services. If the Data Controller is located outside of the European Economic Area, the parties shall apply the provisions of the Standard Contractual Clauses, provided that the Standard Contractual Clauses are legally required and sufficient to meet the requirements of the applicable data protection regulations for the transfer of Personal Data by the Data Controller to the Data Processor pursuant to the Terms of Service.

4.2        If the parties apply the Standard Contractual Clauses pursuant to Section 4.1 of this DPA, then (i) Appendix 1 of the Standard Contractual Clauses shall be applied on the following basis: (a) Data exporter: the Data Controller, (b) Data importer: the Data Processor, (c) Data subjects: personnel of the Data Controller, (d) Categories of data: data relating to the use of Services owned, licensed, or managed by the Data Processor, including the Personal Data set forth in the Terms of Service, (e) Special Categories of Personal Data: N/A, and (f) Processing operations: collection, copy, transfer, storage, modification, deletion and other operations necessary for the Services pursuant to the Terms of Service; (ii) the description of the technical and organizational security measures implemented by the Data Processor acting as data importer for the purpose of Appendix 2 of the Standard Contractual Clauses shall be as set forth as in Section 3.2 of this DPA.

4.3        If the Standard Contractual Clauses are applicable between the parties pursuant to Section 4.1 of this DPA, their provisions will be deemed incorporated by reference into this DPA, unless the parties execute the Standard Contractual Clauses as a standalone document. To the extent required by the applicable data protection regulations, the parties shall enter into and execute the Standard Contractual Clauses as a separate document.

5.          TERMINATION

5.1        This DPA will terminate automatically upon the later of (a) termination or expiry of the Terms of Service or (b) of the Data Processor’s obligations in relation to the Processing. Where applicable, on termination of this DPA, the Data Processor shall return to the Data Controller or delete, at the Data Controller’s request, all the Data Controller’s Personal Data in its possession or under its control. Upon the request of the Data Controller, the Data Processor shall confirm compliance with such obligations in writing and delete all existing copies, unless applicable law requires storage or otherwise permits retention of the Personal Data.

5.2        The Data Controller shall be entitled to terminate this DPA by notice in writing to the Data Processor if the Data Processor is in a material or persistent breach of this DPA which, in the case of a breach capable of remedy, shall not have been remedied within thirty (30) working days from the date of receipt by the Data Processor of a notice from the Data Controller identifying the breach and requiring its remedy.

5.3        The Data Processor shall be entitled to terminate this DPA by notice in writing to the Data Controller if the Data Controller is in a material or persistent breach of this DPA which, in the case of a breach capable of remedy, shall not have been remedied within thirty (30) working days from the date of receipt by the Data Controller of a notice from the Data Processor identifying the breach and requiring its remedy.

6.          AUDITS AND INFORMATION REQUESTS

6.1.       The Data Processor agrees to make available to the Data Controller all information necessary to prove compliance with the obligations laid out in this DPA and allow for and contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller as set forth in this Section 6. Within the limit of one (1) audit per year and subject to the notification by the Data Controller with a thirty (30) day prior notice, except in the case of an audit requested by a supervisory authority, the Data Controller may during regular business hours, without unreasonably interfering with Data Processor’s business operations, personally audit the Data Processor, or appoint a third-party auditor being subject to confidentiality obligations to carry out such audit.

6.2.       The Data Processor shall cooperate in the case of an audit under this Section 6 and provide to the Data Controller all information necessary to carry out such audit. The Data Controller shall cover the costs and expense incurred by each party in relation to audits under this Section 6.

7.          APPOINTMENT OF SUBPROCESSORS

7.1        The Data Controller authorizes the Data Processor to use the service of Subprocessors solely as required for the performance of the Services in connection with the Terms of Service.

7.2        The Data Controller authorizes the Data Processor to use the services of new Subprocessors, subject to prior notification to the Data Controller by the Data Processor with a fifteen (15) day notice prior to the change of Subprocessor. If the Data Controller objects to the change of Subprocessor notified, the Data Controller may, throughout the period of notice, terminate this DPA in writing. If the Data Controller does not terminate within the notice period, this formalizes the consent of the Data Controller to the notified change of Subprocessor.

7.3        In any event, where the Data Processor uses the services of a Subprocessor the latter shall be, by way of contract, bound to comply with the same obligations to which the Data Processor is bound in terms of Personal Data Processing under this DPA.

8.          MISCELLANEOUS PROVISIONS

8.1        Amendments or additions to this DPA must be made in writing to be effective. Should any provision of this DPA be or become invalid, this shall not affect the validity of the remaining terms. In the event of invalidation of any provision of this DPA, the parties shall, in any case, endeavor, in good faith, to replace the invalidated provision by another one, enforceable, valid and legal, having to the greatest possible extent a legal impact equal or equivalent to the one of the initial provision.