1. Agreement to Terms
By accessing or using the Regentra platform atapp.regentra.io (the “Platform”), you agree to be bound by these Terms of Service (“Terms”). If you are agreeing to these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization. If you do not agree to these Terms, you may not access or use the Platform.
These Terms, together with our Privacy Policy, our Acceptable Use Policy, our Data Processing Addendum (the “DPA”), any applicable Order Form, and any Service Level Agreement, constitute the entire agreement between you (“Customer,” “you,” or “your”) and Emry Networks, LLC operating as Regentra (“Regentra,” “we,” “us,” or “our”) regarding your use of the Platform.
2. Description of Services
Regentra provides a cloud-based compliance management and professional services automation (PSA) platform designed for managed service providers (MSPs) and their clients. The Platform may include compliance framework management, policy administration, risk assessment tools, ticketing and service desk capabilities, time tracking, invoicing, knowledge base, customer portal, asset management, and related features (collectively, the “Services”). We may update, modify, or discontinue features of the Services from time to time. We will provide reasonable notice of material changes that significantly reduce the functionality of Services you have purchased.3. Account Registration and Security
You must provide accurate, complete, and current information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us promptly at support@regentra.io if you become aware of any unauthorized use of your account or any other breach of security. You may designate authorized users within your organization. You are responsible for ensuring that your users comply with these Terms and for any actions taken through their accounts. You are responsible for managing user access, including promptly revoking access for users who are no longer authorized.4. Subscriptions, Billing, and Payments
4.1 Subscription Plans
Access to the Platform requires a paid subscription or an active trial period. Subscription details, including pricing, features, and billing frequency, are set forth in the applicable Order Form or as displayed at the time of purchase.4.2 Free Trial
We may offer a free trial period. During the trial, you have access to the Platform’s features as described at the time of enrollment. At the end of the trial period, your access will be restricted unless you subscribe to a paid plan. We reserve the right to modify or discontinue trial offerings at any time. TRIAL AND FREE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. OUR AGGREGATE LIABILITY FOR TRIAL AND FREE SERVICES WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100).4.3 Billing and Payment
Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected). All fees are quoted in US dollars unless otherwise stated. Fees are non-refundable except as expressly provided in these Terms or required by applicable law. Failure to pay fees when due may result in suspension or termination of access to the Platform.4.4 Auto-Renewal (California Auto-Renewal Law Compliance)
Subscriptions automatically renew at the end of each billing cycle at the then-current rates unless you cancel before the renewal date. By subscribing, you affirmatively consent to recurring billing for the duration of your subscription. We will email a renewal reminder at least seven (7) days before each renewal that includes the renewal date, the amount to be charged, and a link to cancel. You may cancel auto-renewal at any time through Settings → Plans & Subscription without charge or fee, and the cancellation will take effect at the end of the then-current billing cycle. To the extent California Business and Professions Code §§ 17600–17606 applies, this section is intended to satisfy the disclosure and acknowledgment requirements thereunder.4.5 Taxes
Fees are exclusive of applicable taxes, levies, and duties. You are responsible for paying any such taxes, excluding taxes based on Regentra’s net income.4.6 Changes to Pricing
We may change our pricing with at least thirty (30) days’ prior written notice. Price changes will take effect at the start of your next billing cycle following the notice period.5. Acceptable Use
Customer’s use of the Platform must comply with Regentra’s Acceptable Use Policy, available at docs.regentra.io/acceptable-use-policy (the “AUP”), which is incorporated by reference into these Terms. The AUP prohibits, among other things, transmitting malware, attempting unauthorized access, reverse engineering, building competing products, sublicensing access, automated scraping outside published APIs, storing unlawful content, and using the Platform’s email or messaging features to send communications in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act, or other applicable communications laws. We may update the AUP from time to time; material changes are subject to the notice provisions of Section 20.1.6. Suspension
We may suspend your access to the Platform, in whole or in part, immediately and without prior notice if: (a) we reasonably believe you have violated Section 5 (Acceptable Use) or the AUP; (b) your use poses a security risk to the Platform or any third party; (c) your account is past due; or (d) suspension is required to comply with applicable law or a governmental request. We will use commercially reasonable efforts to notify you promptly of any suspension and to restore access once the grounds for suspension have been resolved. Suspension does not constitute termination, and we will not delete Customer Data during a suspension period.7. Customer Data
7.1 Ownership
You retain all rights, title, and interest in and to any data, content, or information that you or your users submit, upload, or transmit through the Platform (“Customer Data”). Regentra does not claim ownership of Customer Data.7.2 License to Regentra
You grant Regentra a limited, non-exclusive, worldwide license to use, process, store, and display Customer Data solely to the extent necessary to provide, maintain, and improve the Services in accordance with these Terms and the applicable DPA.7.3 Responsibility
You are solely responsible for the accuracy, quality, legality, and integrity of Customer Data and the means by which you acquired it. You represent and warrant that you have all necessary rights, consents, and permissions to submit Customer Data to the Platform and to grant the rights described in these Terms.7.4 Data Processing
To the extent Customer Data includes personal data subject to the GDPR, UK GDPR, the Swiss Federal Act on Data Protection, the CCPA/CPRA, or other applicable data-protection laws, the parties agree that the Regentra Data Processing Addendum, available at docs.regentra.io/data-processing-addendum (the “DPA”), is incorporated by reference into and forms part of these Terms. Customer’s acceptance of these Terms constitutes acceptance of the DPA. The DPA prevails over any conflicting provision of these Terms with respect to the processing of personal data and includes the 2021 EU Standard Contractual Clauses (Modules 2 and 3 as applicable), the UK Addendum to the SCCs, and Swiss-equivalent transfer mechanisms.7.5 Data Location
Customer Data is primarily hosted in the United States. Limited cross-region data flows may occur as part of integrations with third-party services (for example, Microsoft Graph for the Teams Chat Bridge integration) selected by Customer. We will not materially change the geographic region in which Customer Data is stored without providing reasonable advance notice.7.6 No Training of Models on Customer Data
Regentra does not use Customer Data to train, retrain, fine-tune, or evaluate any artificial intelligence or machine-learning model, whether operated by Regentra or by any third party. Tenant-aggregated and de-identified usage statistics may be used by Regentra for service operations, capacity planning, and security analysis, provided that no such use re-identifies any individual or organization.7.7 Protected Health Information
Customer shall not upload, store, transmit, or process Protected Health Information (as defined in 45 C.F.R. § 160.103) through the Platform unless: (a) Customer has executed a Business Associate Agreement with Regentra; and (b) Customer’s processing is limited to features identified as HIPAA-Eligible at docs.regentra.io/hipaa-eligibility. Use of the Platform for PHI in violation of this Section 7.7 is a material breach of these Terms.8. Intellectual Property
8.1 Regentra IP
Regentra and its licensors retain all rights, title, and interest in and to the Platform, including all software, technology, documentation, trademarks, and other intellectual property. These Terms do not grant you any rights to Regentra’s intellectual property except for the limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during your subscription term for your internal business purposes.8.2 Feedback
If you provide suggestions, ideas, or feedback regarding the Platform (“Feedback”), you grant Regentra an unrestricted, irrevocable, perpetual, royalty-free license to use, modify, and incorporate such Feedback into our products and services without obligation to you.9. Third-Party Services and Integrations
The Platform enables integrations with third-party services (such as Microsoft Entra ID, Level.io, Stripe, and QuickBooks). Your use of third-party services is subject to those providers’ own terms and privacy policies. Regentra does not warrant, endorse, or assume responsibility for any third-party services and will not be liable for any loss or damage arising from your use of or reliance on such services.10. Artificial Intelligence Features
The Platform includes optional AI-powered features such as ticket draft generation, compliance analysis, and content classification. AI features are subject to the following terms:- AI-generated outputs are provided as suggestions and are not guaranteed to be accurate, complete, or suitable for any particular purpose.
- You are responsible for reviewing and validating all AI-generated content before relying upon it or sharing it with third parties.
- Customer Data processed by AI features is not used to train any AI or machine-learning model, consistent with Section 7.6.
- AI features may be disabled at the organization level by an administrator.
- AI features are provided “as is” and are subject to the disclaimers in Section 12.
11. Confidentiality
Each party agrees to protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. “Confidential Information” means information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without restriction; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction.12. Warranties and Disclaimers
12.1 Limited Warranty
Regentra warrants that during your subscription term, the Platform will perform materially in accordance with the applicable documentation. If Regentra breaches this warranty, your exclusive remedy will be for Regentra to use commercially reasonable efforts to correct the non-conformity. If Regentra is unable to correct the non-conformity within a reasonable period, you may terminate the affected subscription and receive a pro-rata refund of any prepaid fees for the unused portion of the subscription term.12.2 Disclaimer
EXCEPT FOR THE LIMITED WARRANTY IN SECTION 12.1, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” REGENTRA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. REGENTRA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.13. Limitation of Liability
13.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.13.2 Liability Cap
Subject to Sections 13.2(b) and 13.3, each party’s total aggregate liability arising out of or related to these Terms will not exceed the amounts paid or payable by Customer to Regentra during the twelve (12) months preceding the event giving rise to the claim (the “General Cap”). (b) Super-Cap for Data-Protection and Confidentiality Breaches. For claims arising from a party’s breach of its data-protection obligations under the DPA, breach of its confidentiality obligations under Section 11, or unauthorized access to or disclosure of Customer Data caused by Regentra’s failure to maintain commercially reasonable security measures, the General Cap is increased to two (2) times the amounts paid or payable by Customer in the twelve (12) months preceding the event. (c) Floor. Notwithstanding any lesser amount calculated under Sections 13.2(a) or (b), Regentra’s aggregate liability under this Section 13 shall not be less than fifty thousand US dollars (US$50,000).13.3 Exceptions
The limitations in Sections 13.1 and 13.2 do not apply to: (a) either party’s indemnification obligations under Section 14; (b) either party’s breach of confidentiality obligations under Section 11; (c) Customer’s payment obligations; (d) liability arising from a party’s gross negligence, willful misconduct, or fraud; (e) Regentra’s IP indemnification obligations under Section 14.1; or (f) liability arising from a party’s unauthorized use of, or unauthorized access to, the other party’s data, systems, or Confidential Information.14. Indemnification
14.1 By Regentra
Regentra will defend Customer against any third-party claim alleging that Customer’s authorized use of the Platform infringes a third party’s patent, copyright, trademark, or trade secret, and will indemnify Customer against any damages finally awarded by a court of competent jurisdiction or amounts agreed in settlement. If the Platform becomes or is likely to become the subject of an infringement claim, Regentra may, at its option: (a) procure the right for Customer to continue using the Platform; (b) modify or replace the Platform to make it non-infringing without materially reducing functionality; or (c) terminate the affected subscription and refund any prepaid fees for the unused portion. This section states Regentra’s entire liability and Customer’s sole remedy for IP infringement claims.14.2 By Customer
Customer will defend Regentra against any third-party claim arising from: (a) Customer Data; (b) Customer’s use of the Platform in violation of these Terms, the AUP, or applicable law; (c) Customer’s breach of its representations or warranties; (d) claims by Customer’s authorized users or end users (including, where Customer is an MSP, claims by Customer’s downstream clients) related to Customer’s configuration or use of the Platform; or (e) electronic messages (email or SMS) Customer caused the Platform to send in violation of CAN-SPAM, the TCPA, GDPR, ePrivacy, or other applicable communications law. Customer will indemnify Regentra against any damages finally awarded by a court of competent jurisdiction or amounts agreed in settlement.14.3 Indemnification Procedure
The indemnifying party’s obligations are conditioned on the indemnified party: (a) providing prompt written notice of the claim (provided that failure to provide prompt notice will only relieve the indemnifying party to the extent it is materially prejudiced); (b) granting the indemnifying party sole control of the defense and settlement; and (c) providing reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense at its own expense with counsel of its choice.15. Term and Termination
15.1 Term
These Terms are effective as of the date you first access the Platform and continue until terminated. Your subscription term is as specified in your Order Form or billing selection.15.2 Termination for Convenience
You may cancel your subscription at any time through the Platform’s billing settings. Cancellation takes effect at the end of your current billing cycle. No refunds will be provided for partial billing periods unless required by applicable law.15.3 Termination for Cause
Either party may terminate these Terms if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice. Either party may also terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course.15.4 Effect of Termination
Upon termination: (a) your right to access the Platform ceases at the end of the then-current billing period (or immediately in the case of termination for cause); (b) Regentra will make Customer Data available for export for a period of thirty (30) days following the effective date of termination, after which Customer Data may be permanently deleted. For customers with an executed Business Associate Agreement, the export window is extended to sixty (60) days for any data containing PHI, after which Regentra will return or destroy PHI in accordance with the BAA; (c) for customers established in the European Union, Regentra will, upon request, make Customer Data available for export in commonly used, structured, machine-readable formats (e.g., JSON, CSV) and will not impose any termination, switching, or egress fee in connection with the export, in accordance with Articles 25 and 29 of Regulation (EU) 2023/2854 (the “EU Data Act”); and (d) each party will return or destroy the other party’s Confidential Information upon request.15.5 Survival
Sections 7.1 (Data Ownership), 7.6 (No Training), 7.7 (PHI), 8 (Intellectual Property), 11 (Confidentiality), 12.2 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 16 (Governing Law), and this Section 15.5 survive termination.16. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws provisions or the United Nations Convention on Contracts for the International Sale of Goods. The parties first will attempt in good faith to resolve any dispute through written notice and a thirty (30) day informal-resolution period. Any unresolved dispute will be resolved exclusively in the state and federal courts located in the State of Florida, and each party irrevocably consents to personal jurisdiction and venue in such courts and waives any objection on grounds of forum non conveniens. Each party irrevocably waives any right to a jury trial. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.17. Compliance with Laws
17.1 General Compliance
Each party will comply with all laws and regulations applicable to its performance under these Terms.17.2 Export Controls
You agree not to export, re-export, or transfer any part of the Platform or Customer Data in violation of applicable export control and sanctions laws, including US Export Administration Regulations and any applicable trade sanctions programs.17.3 Anti-Corruption
Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with these Terms. Each party will comply with all applicable anti-corruption and anti-bribery laws.17.4 Communications-Law Compliance
Customer represents and warrants that all email, SMS, voice, and other electronic communications it causes the Platform to send to third parties — including communications to its own end users, clients, and contacts — comply with: (a) the CAN-SPAM Act (15 U.S.C. § 7701 et seq.) and 16 C.F.R. Part 316; (b) the Telephone Consumer Protection Act (47 U.S.C. § 227) and FCC implementing regulations; (c) the EU ePrivacy Directive (2002/58/EC) and UK PECR; (d) the GDPR and UK GDPR with respect to direct-marketing rules; (e) the Canadian Anti-Spam Legislation (S.C. 2010, c. 23); and (f) any other applicable communications, anti-spam, or telemarketing law. Customer is responsible for obtaining and maintaining all consents required for such communications, including prior express written consent for marketing SMS, and for honoring opt-out and unsubscribe requests within applicable timeframes (no later than ten (10) business days for CAN-SPAM unsubscribes).18. Electronic Communications and Signatures
18.1 Transactional Communications
By using the Platform, you consent to receive transactional and relationship messages — including account-creation, password reset, multi-factor authentication, billing, invoice, payment failure, ticket update, security alert, and material Service-update messages — by email, in-app notification, and other electronic means. These messages are necessary to operate the Service; you may not opt out while maintaining an active account.18.2 Marketing Communications
We may send commercial email messages (lifecycle drips, product updates, educational content) in compliance with the CAN-SPAM Act, 15 U.S.C. § 7701 et seq. Each commercial email identifies the sender, includes a valid physical postal address, and contains a clear and conspicuous unsubscribe mechanism. You may opt out at any time and we will honor the request within ten (10) business days. Opt-out from marketing email does not affect transactional messages.18.3 SMS / Text Messaging
If we offer SMS-based features and you elect to enroll, your consent and our use will comply with the Telephone Consumer Protection Act (47 U.S.C. § 227) and FCC implementing rules. SMS communications require prior express written consent, will identify the sender, and will support STOP and HELP keywords. Standard message and data rates apply. We do not send SMS between 9:00 PM and 8:00 AM the recipient’s local time, and we honor STOP requests immediately.18.4 Customer-Configured Messages (Multi-Tenant)
Where you configure the Platform to send email or SMS messages to your own end users (for example, MSP-to-client invoice notifications, ticket portal invitations, or marketing campaigns originating from your tenant), you are the “sender” under 15 U.S.C. § 7702(16) and the calling party under the TCPA, and you are solely responsible for: (a) the content of the message; (b) obtaining and maintaining all required recipient consents (express written consent for marketing SMS; CAN-SPAM postal address and identification for marketing email); (c) honoring opt-outs and unsubscribe requests within the timeframes required by applicable law; and (d) compliance with applicable foreign law (including GDPR, ePrivacy, PIPEDA, and the Australian Spam Act). Regentra’s role is limited to providing the technical infrastructure to send the messages. You will defend, indemnify, and hold Regentra harmless from any claim arising from your customer-configured messages, except to the extent caused by Regentra’s gross negligence or willful misconduct.18.5 Electronic Signatures
You consent to the use of electronic signatures and acknowledge that electronic signatures, agreements, and acknowledgments — including those captured by the Platform’s policy-signature campaigns — are legally binding under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001) and applicable state Uniform Electronic Transactions Acts.19. Service Levels and Security
19.1 Service Levels
Service level commitments, including uptime targets and support response times, are set forth in the Service Level Agreement applicable to your subscription plan. In the event of a conflict between the SLA and these Terms, the SLA will govern with respect to service level commitments only. To inquire about SLA terms, contact sales@regentra.io.19.2 Security Incident Notification
Regentra will notify Customer without undue delay, and in any event within seventy-two (72) hours, of any confirmed security incident that results in unauthorized access to or disclosure of Customer Data. For customers with an executed Business Associate Agreement covering PHI, the notification window is forty-eight (48) hours, consistent with the BAA. Specific notification mechanics are set forth in the DPA and the BAA, which control over this Section to the extent of any conflict.20. General Provisions
20.1 Modifications
We may update these Terms from time to time. We will provide at least thirty (30) days’ notice of material changes by posting a notice on the Platform or sending an email to account administrators. Where required by applicable law, we will obtain your consent. For paid subscriptions, if you do not agree to material changes, you may terminate your subscription within thirty (30) days of notice and receive a pro-rata refund of prepaid fees for the unused portion of your subscription term.20.2 Assignment
You may not assign or transfer these Terms without our prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided the successor agrees to be bound by these Terms. Regentra may assign these Terms without restriction.20.3 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.20.4 Waiver
The failure of either party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.20.5 Entire Agreement
These Terms, together with the Privacy Policy, the AUP, any applicable Order Form, the SLA, and the DPA, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and understandings, whether written or oral.20.6 Force Majeure
Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics or epidemics, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, failure or outage of upstream cloud-infrastructure providers (including IaaS or PaaS providers), denial-of-service attacks, supply-chain compromises affecting third-party software, government export-control or sanctions regime changes, and cyberattacks not caused by the failing party’s gross negligence.20.7 Notices
Notices to Regentra should be sent to legal@regentra.io. Notices to you will be sent to the email address associated with your account administrator. Notices are deemed received on the date sent by email, provided no bounce-back or error is received.20.8 Independent Contractors
The relationship between the parties is that of independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship between the parties.20.9 No Third-Party Beneficiaries
These Terms are for the benefit of the parties hereto and do not confer any rights on any third party.21. Data-Broker Status
Regentra is not a “data broker” as defined under the California Delete Act (Cal. Civ. Code § 1798.99.80), the Texas Data Broker Law (Tex. Bus. & Com. Code Ch. 509), the Oregon Data Broker Registration Law (Or. Rev. Stat. § 646A.500), or the Vermont Data Broker Law (9 V.S.A. § 2446). We do not knowingly collect personal information from consumers with whom we do not have a direct relationship and resell it.22. Accessibility
Regentra targets conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. Our current accessibility statement and any published Voluntary Product Accessibility Templates (VPATs) are available at docs.regentra.io/accessibility.23. Contact
If you have questions about these Terms, please contact us:- Legal: legal@regentra.io
- Support: support@regentra.io