Terms and Conditions
Reprosify is on a mission to empower people to make better decisions through the fusion of machine and human intelligence. Our unique, patented AI technology products can conduct text conversations with consumers at scale. By combining natural language understanding with data and personalization, our products allow consumers to deeply engage in a purchase process prior to interacting with a salesperson.
In these Reprosify terms of service, “we”, “us”, “our”, and “Reprosify”, and the terms “you”, “your” and “user” will refer to you. When referring to the “Reprosify services,” we mean to include, both our phone-based and text-based services (the “Reprosify mobile services”) and our website and web app-based services (the “Reprosify web app”) and also various websites, applications, web applications, text messages, email notifications, and other mediums, or portions of such mediums, provided by Reprosify.
We reserve the right to make changes to Reprosify Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of Reprosify Terms of Use. Any changes or modifications will be effective immediately upon posting the updated Reprosify Terms of Use on the Site, and you waive the right to receive specific notice of each such change or modification.
You agree to our Terms by using the Reprosify services. By using the Reprosify services, you accept and agree to these Terms. If you are using the Reprosify services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to Reprosify that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “user” will refer to that organization). The exception to this is if that organization has a separate written agreement with Reprosify covering the use of the Reprosify services, in which case, if there are any provisions in these Terms that conflict with that agreement, that agreement will govern such use.
Whether using the Reprosify services as an individual or on behalf of an organization, you acknowledge that our agreements contained in these Terms are supported by reasonable and valuable consideration, including, without limitation, your ability to visit, use, submit information to, or receive information from the Reprosify services, the receipt and adequacy of which is hereby acknowledged by you individually and on behalf of any organization you represent. You also represent that you have the capacity to be bound by our agreements contained in these Terms, or if you are acting on behalf of a company or other entity, you have the authority to bind such company or entity.
By using the Reprosify services, you agree to receive phone calls and text messages from us and our partners. By using the Reprosify services, you expressly authorize Reprosify, its affiliated companies and its partners (described below), and each such entity’s employees, contractors, and software (collectively, “Service Provider”) to communicate with you by phone and text at the wireless phone number provided or any other number that you may provide in the future. You understand that message and data rates may apply based on the terms of your wireless service provider contract. You also agree that methods of contact may include the use of auto-generated text messages or an automated telephone dialing system, even if you’ve registered that number on a Do-Not-Call registry, and that my consent to text messages and phone calls is not a condition to using any Service Provider’s services. If you do not consent to receive these texts or calls, do not use the Reprosify service or provide your information to us.
You agree to indemnify Service Provider in full for all claims, expenses, and damages related to or caused in whole or in part by your failure to notify Service Provider if you change your wireless phone number, including but not limited to all claims, expenses, and damages related to or arising under the Telephone Consumer Protection Act (TCPA). You agree to notify Service Provider promptly if you change your wireless telephone number. You may revoke your consent to receive (i) phone calls by requesting to be placed on an internal Do Not Call list and (ii) text messages by responding to a text message with STOP. You understand this authorization cannot be revoked to the extent that action has already been taken in reliance on this authorization prior to the date Service Provider receives my request to revoke authorization.
In the event of a dispute between us, we agree to binding arbitration. These Terms contain a binding arbitration agreement, which provides that you and Reprosify agree to resolve certain disputes through binding individual arbitration and give up any right to have those disputes decided by a judge or a jury. You have the right to opt out of our agreement to arbitrate. See the Legal Disputes section below.
The Reprosify services are not intended for minors and are intended to be accessed and used only by adults and are not directed to minors. As stated in our Privacy Policy, we do not knowingly collect personally identifiable information from anyone under the age of 13 and you should not provide us with any information regarding any individual under the age of 13. The Reprosify services are also only to be used by citizens and residents of the United States and Canada.
PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED BY YOUR USE OF THE REPROSIFY SERVICES, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND REPROSIFY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT TEXT OR EMAIL WITH THE REPROSIFY SERVICES AND YOU SHOULD NOT USE THE REPROSIFY SERVICES.
We may revise these Reprosify terms of service from time to time. If we do, our revised terms will supersede prior versions. Unless we provide otherwise, revisions will be effective on and after the date at the top of the revised terms. If we make any material changes to our terms of service, we will provide notice to you either here, via the Reprosify app, or via text or phone. For non-material changes, we will update the effective date of our terms of service at the top of this page. We encourage you to check the effective date of these terms of service whenever you visit our website or use the Reprosify mobile services Reprosify app. Your continued access or use of the Reprosify services constitutes your acceptance of any and all changes, whether material or non-material. If you do not agree to the changes, you should stop using the Reprosify services
Reprosify has the right to change our terms. If we do, we will notify you here or via text or email. If you keep using our services after the terms change, then you have accepted those changes.
In order to use the Reprosify services, you will be asked to provide your mobile phone number and provide consent for us to contact you via voice call and/or text message, including through the use of automated calling technology, even if you’ve registered that number on a Do-Not-Call registry. We may also ask you to provide other information such as your e-mail address or current physical address. You must provide true, accurate, current, and complete information about yourself as requested during the user onboarding process. You must keep that information true, accurate, current, and complete after your initial use of the Reprosify services.
If you want to use the Reprosify services, you need to give us some information about yourself. The information you provide to us must be true and kept up to date. Your right to access and use the Reprosify services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Reprosify services for lawful purposes and pursuant to these Terms and our Privacy Policy.
You are solely responsible for all use (whether or not authorized) of the Reprosify services related to your mobile phone number, including the quality and integrity of your User Data. You are also solely responsible for all acts and omissions of anyone who has access to or otherwise uses your mobile phone number (“end users”). You agree to take all reasonable precautions to prevent unauthorized access to or use of the Reprosify services and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from the unauthorized use of the Reprosify services via your mobile phone number. You also agree not to allow any person under the age of 18 to use the Reprosify services via your mobile phone number.
Reprosify makes no guarantees regarding the availability of the Reprosify services. We will strive to make the Reprosify services available to you, but we make no guarantees regarding the availability of the Reprosify services, generally or at any particular time.
You may use the Reprosify services solely in accordance with these terms of service. You may use the Reprosify services, on a non-exclusive basis, solely in connection with and as necessary for your activities pursuant to these Terms. Any action by you that, in our sole discretion: (i) violates our Terms and/or our Privacy Policy; (ii) restricts, inhibits, or prevents any access, use, or enjoyment of the Reprosify services; or (iii) through the use of the Reprosify services, defames, abuses, harasses, offends or threatens, shall not be permitted, and may result in your loss of the right to access and use the Reprosify services. You shall not modify, scrape, embed, or frame the Reprosify services without our prior written permission.
Reprosify may discontinue providing the Reprosify services to any particular user, group of users, or all users. Reprosify reserves the right to cease providing or discontinuing the Reprosify services to any particular user, any group of users, or all users, in its sole and complete discretion and without prior notice.
Offers from our service partners and affiliates. Through the Reprosify service, you may choose to connect to third-party service providers. Reprosify does not endorse any third-party service providers. You should investigate any third-party service providers thoroughly and Reprosify is not responsible for any service provider.
Reprosify does not endorse and is not responsible or liable for any Content, Service Provider Content, Promotions, data, advertising, products, goods, or services available or unavailable from, or through, any Service Providers (which includes but is not limited to, legal, health care and wellness providers). you agree that should you use or rely on such Content, Service Provider Content, Promotions, data, advertisement, products, goods or services, available or unavailable from, or through any Service Provider (which includes, but is not limited to, health care and wellness providers), Reprosify is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. your dealings with, or participation in promotions of any Service Provider (which includes, but is not limited to, health care and wellness providers), and any other terms, conditions, representations, or warranties associated with such dealings, are between you and such Service Provider (which includes, but is not limited to, health care and wellness providers) exclusively and do not involve Reprosify. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging Service Providers (which includes but is not limited to, health care and wellness providers).
You agree that Reprosify is not responsible for the accessibility or unavailability of any Service Provider for your interactions and dealings with them, waive the right to bring or assert any claim against Reprosify relating to any interactions or dealings with any Service Provider (which includes, but is not limited to, health care and wellness providers), and release Reprosify from any and all liability for or relating to any interactions or dealings with Service Providers (which includes, but is not limited to, health care and wellness providers). In addition, you agree that Reprosify may exclude Service Providers from displaying in search results on the Reprosify Website for failing to meet particular Reprosify standards regarding Service Provider conduct. In addition, you understand that Reprosify may exclude Service Providers from displaying in search results on the Reprosify Website for failing to meet particular Reprosify standards regarding Service Provider conduct and performance
Reprosify may, in its sole discretion, have criminal and/or financial background checks conducted on certain Service Providers. By having such background checks conducted, Reprosify DOES NOT WAIVE ANY OF ITS DISCLAIMER OR LIMITATIONS OF LIABILITY, INCLUDING WITHOUT LIMITATION, THOSE SET FORTH UNDER THIS SECTION, SECTION 25 (WARRANTY DISCLAIMER), OR SECTION 26 (LIMITATION OF LIABILITY).
Through the Reprosify services, Reprosify and our partners and affiliates may provide a venue through which you can obtain information regarding you, upon your request, be connected to third-party service providers, such as real estate brokers, mortgage information services, insurance brokers, and other companies providing services through our network (“service providers”). We do not endorse or recommend the products or services of any service provider and are not an agent or advisors to you or any service provider. We do not validate or investigate the licensing, certification, or other requirements and qualifications of service providers. It is your responsibility to investigate any service providers before you engage them. You acknowledge and agree that these service providers are solely responsible for any services that they may provide to you and that we are not liable for any losses, costs, damages, or claims in connection with, arising from, or related to, your use of a service provider’s products or services. We urge you to obtain the advice of financial advisors or other qualified professionals who are fully aware of your individual circumstances before you make any financial decisions. You acknowledge and agree that you rely on your own judgment and that of such advisors in selecting any products or services offered by service providers.
Reprosify is not a lending institution or other service provider. Reprosify is not a direct agent or lending institution or service provider. Instead, we, through the Reprosify services, may help to connect you with service providers that might meet your needs based on the information provided by you. Reprosify does not, and will not, make any credit decision with any service provider referred to you. Reprosify does not issue mortgages or any other financial products.
Unless you are a service provider, Reprosify does not charge for its services, we do not charge users a fee to use our Reprosify services. Service providers may pay us fees for services and to be matched with users of the Reprosify services, however. Reprosify is not involved with and is not responsible for any fee arrangement that you may enter into with any service provider.
You release Reprosify from liability for your use of a service provider. By using the Reprosify services, you hereby release us of any and all losses, costs, damages, or claims in connection with, arising from, or related to your use of a service provider’s products or services, including any fees charged by a service provider.
Information you provide to Reprosify: If you transmit, submit, or post information to the Reprosify services that are not federally trademarked and/or copyrighted, you automatically grant us and our assigns the worldwide, fully-paid, royalty-free, exclusive right and license to use, copy, format, adapt, publish and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Content (as defined below). If you have obtained prior written permission from us to transmit, submit or post information to our Services that is federally trademarked and/or copyrighted, you automatically grant us and our assigns the worldwide, fully-paid, royalty-free right to use, copy, format, adapt, publish and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Reprosify content.
You shall not transmit, submit or post the following to the Reprosify services:
Information that infringes our or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights;
Information that violates any law, statute, ordinance, or regulation;
Information that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to us or third parties or that infringes on our or any third party’s rights of publicity or privacy;
Information that contains any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots, or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
Information containing or constituting chain letters, mass mailings, political campaigning, or any form of “spam”;
Information that is false, inaccurate, or misleading;
Commercial advertisements or solicitations without our written permission; or
Federally trademarked and/or copyrighted information without our prior written permission.
We reserve the right (but not the obligation) to edit, refuse to post, or remove your transmissions, submissions, or postings. Under our Privacy Policy, we may review transmissions, submissions, or postings made by you to determine, in our sole discretion, your compliance with these Terms.
You are solely responsible for all your transmissions, submissions, or postings (i.e., your own user data) and the consequences of transmitting, submitting, or posting them.
Information that infringes our or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights;
Information that violates any law, statute, ordinance, or regulation;
Information that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to us or third parties or that infringes on our or any third party’s rights of publicity or privacy;
Information that contains any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots, or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
Information containing or constituting chain letters, mass mailings, political campaigning, or any form of “spam”;
Information that is false, inaccurate, or misleading;
Commercial advertisements or solicitations without our written permission; or
Federally trademarked and/or copyrighted information without our prior written permission.
We reserve the right (but not the obligation) to edit, refuse to post, or remove your transmissions, submissions, or postings. Under our Privacy Policy, we may review transmissions, submissions, or postings made by you to determine, in our sole discretion, your compliance with these Terms.
You are solely responsible for all your transmissions, submissions, or postings (i.e., your own user data) and the consequences of transmitting, submitting, or posting them.
Reprosify’s use of your data: Please read our privacy policy to understand what we do with your data. If you don’t want your data used that way, stop using our services immediately and unsubscribe from the Reprosify mobile services and web app by texting “STOP” to us.
“user data” consists of data and other information made available to us through the use of the Reprosify services under these terms of service, including, user usage data and user content.
user usage data” shall mean communications metadata made available to us through the use of the Reprosify services and include, without limitation, data used to trace and identify the source and destination of a communication, such as individual data subjects’ telephone numbers, data on the location of the device generated in the context of providing the Reprosify services, and the date, time, duration, and type of communication.
We might have to use or disclose your data for one or more of the reasons below:
If necessary provide you with the Reprosify services;
To address technical issues, provide support or maintain our services;
If we need to protect Reprosify, other users, or the public;
If there is an emergency; or
If the law requires.
If necessary provide you with the Reprosify services;
To address technical issues, provide support or maintain our services;
If we need to protect Reprosify, other users, or the public;
If there is an emergency; or
If the law requires.
“user content” shall mean content exchanged by means of the use of the Reprosify services, such as text message bodies, voice and video media, images, sound, and other content.
You acknowledge that you have read our Privacy Policy and understand that it sets forth how we will collect, store, and use your user data. If you do not agree with our Privacy Policy, stop using the Reprosify services immediately.
You instruct us to use and disclose user data as necessary to (a) provide the Reprosify services consistent with our Privacy Policy and these terms of service, including detecting, preventing, and investigating security incidents, fraud, or unlawful use of the Reprosify services; (b) respond to any technical problems or user queries and ensure the proper working of the Reprosify services; (c) to protect ourselves, our other customers, the public from harm or illegal activities, or the Reprosify services; (d) to respond to an emergency which we believe in, good faith, requires us to disclose user data to assist in preventing a death or serious bodily injury; or (e) comply with any applicable law, regulation, legal process or government request.
“Law” means any statute, law, ordinance, regulation, rule, judgment, or order of a government, court, or tribunal of competent jurisdiction, including, without limitation, any data protection laws, privacy laws, any laws that require you to obtain consent from a user or provide notice to a user in connection with such User’s use of any of the Reprosify services, any state, federal, and international laws, regulations, and rules related to the recording or monitoring of telephone calls, SMS messages, or other communications, the U.S. Foreign Corrupt Practices Act, rules established by the Federal Communications Commission, any federal or state anti-spam statute or regulation, including the CAN-SPAM Act of 2003, or any federal or state statute or regulation prohibiting the dissemination of unsolicited communications, including the Telephone Consumer Protection Act of 1991 (TCPA).
Restrictions and Requirements: Don’t transfer our services or resell them. Don’t use our services to break the laws, regulations, rules, etc., to violate these terms, or to violate someone else’s rights; Do make sure that Reprosify is allowed to use your data as needed to provide you our services; and Don’t reverse engineer any software we provide.
If you use the Reprosify services, you must comply with the following restrictions and requirements:
you agree not to transfer, resell, lease, license, or otherwise make available the Reprosify services to third parties or offer them on a standalone basis;
you will ensure that the Reprosify services are used in accordance with all applicable Laws and third-party rights, as well as these Terms;
you will ensure that we are entitled to use your User Data, as needed to provide the Reprosify services;
you will not use the Reprosify services in any manner that violates any applicable Law; and
except as allowed by applicable Law, you will not reverse engineer, decompile, disassemble, or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the Reprosify services
Service/Referral Partners: While you are using the Reprosify services, we may share with you opportunities offered by our network of Service/Referral Partners. We are typically compensated by our Service/Referral Partners for referrals made to them.
Products or services that you may purchase from our Service/Referral Partners are not Reprosify products or services, but, instead, are being offered by third parties.
you agree not to transfer, resell, lease, license, or otherwise make available the Reprosify services to third parties or offer them on a standalone basis;
you will ensure that the Reprosify services are used in accordance with all applicable Laws and third-party rights, as well as these Terms;
you will ensure that we are entitled to use your User Data, as needed to provide the Reprosify services;
you will not use the Reprosify services in any manner that violates any applicable Law; and
except as allowed by applicable Law, you will not reverse engineer, decompile, disassemble, or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the Reprosify services
Service/Referral Partners: While you are using the Reprosify services, we may share with you opportunities offered by our network of Service/Referral Partners. We are typically compensated by our Service/Referral Partners for referrals made to them.
Products or services that you may purchase from our Service/Referral Partners are not Reprosify products or services, but, instead, are being offered by third parties.
When you accept a referral to one of our Service/Referral Partners, you are telling Reprosify that it’s okay for us to give the Service/Referral Partner information about you so that they can offer their products or services to you.
We may make available through the Reprosify services referrals to our third-party partners who may offer to provide additional products and services to you (each, a “Service/Referral Partner”). We are typically compensated by our Service/Referral Partners for such referrals. If you, at your sole discretion, choose to engage with a Service/Referral Partner, then you will be required to accept the Referral Provider’s terms of service (“Referral Provider’s Terms”) as part of the referral process. The Referral Provider is solely responsible for the products or services offered, the content therein, and any claims that you or any other party may have relating to the Service/Referral Partner’s products and services.
When you accept a referral to one of our Service/Referral Partners, you acknowledge that you are purchasing any products or services offered by the Service/Referral Partner directly from them and that Reprosify is not a party to any agreement between you and the Service/Referral Partner with respect to those products and services; and Reprosify is not responsible for that Service/Referral Partner’s products or services, the content therein, or any claims that you or any other party may have relating to that Service/Referral Partner’s products and services.
By accepting a referral to one of our Service/Referral Partners, you grant us permission to share your User Data with the Service/Referral Partner so that they may offer their products or services to you.
Ownership and Confidentiality: What’s ours is ours, and what’s yours is yours. Please let us know what you think about our services. If you send us feedback, we can use it and we don’t owe you anything for it.
We both agree not to tell anyone else about confidential information that we get from each other. Also, we both agree to only use each other’s confidential information as agreed to in these terms.
Money alone may not be enough to make either of us whole if one of us breaks our promise of confidentiality. So, we both can seek other remedies, if needed.
As between you and Reprosify, we exclusively own and reserve all rights, titles, and interests in and to the Reprosify services and our Confidential Information. As between you and Reprosify, you exclusively own and reserve all rights, titles, and interests in and to your Confidential Information.
We also welcome your feedback about the Reprosify services. But please know that by submitting suggestions or other feedback about the Reprosify services (“Suggestions”) you agree that:
we are not under any obligation of confidentiality with respect to your Suggestions
we may use or disclose (or choose not to use or disclose) your Suggestions for any purpose and in any way;
you irrevocably, non-exclusively license us rights to exploit your Suggestions; and
you are not entitled to any compensation or reimbursement of any kind from us under any circumstances for your Suggestions.
we may use or disclose (or choose not to use or disclose) your Suggestions for any purpose and in any way;
you irrevocably, non-exclusively license us rights to exploit your Suggestions; and
you are not entitled to any compensation or reimbursement of any kind from us under any circumstances for your Suggestions.
“Confidential Information” means any information or data, regardless of whether it is in the form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party’s rights; or (d) is independently developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party.
The receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with these Terms and it will not disclose such Confidential Information to any third party without the disclosing party’s prior written consent, except as otherwise permitted hereunder; provided, however, Reprosify may use and disclose your Confidential Information as necessary to provide the Reprosify services, including making referrals to our Service/Referral Partners. The receiving party agrees to exercise due care in protecting the Confidential Information of the disclosing party from unauthorized use and disclosure. The receiving party may disclose the Confidential Information of the disclosing party, in whole or in part to its employees, representatives, actual or potential investors, and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with the terms of this provision. The receiving party may disclose the Confidential Information of the disclosing party as required by applicable Law provided that, prior to any such compelled disclosure, the receiving party will, if permissible: (a) promptly notify the disclosing party in writing to allow the disclosing party a reasonable opportunity to resist such disclosure and/or seek a protective order, and (b) reasonably cooperate with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information of the disclosing party, but only as and to the extent necessary to legally comply with such compelled disclosure. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this provision and that, in the event of an actual or threatened breach of the provisions of this provision, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this provision.
Warranty Disclaimer: We are offering the Reprosify services “as is” and make no representations and warranties regarding the Reprosify services.
WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE. THE REPROSIFY SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Indemnification: Reprosify will not pay for any bills, damages, costs, etc. for any claim by you that arises from your use of our services. You agree to indemnify Reprosify against all claims relating to your use of the Reprosify services
Reprosify will have no liability or obligation with respect to any claims, demands, actions, suits, or discovery demands, including, without limitation, third-party subpoenas, government investigations or enforcement actions (“Claim”), and any damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) (“Losses”) related thereto arising out of your use of the Reprosify services.
You will defend, indemnify and hold Reprosify, its officers, directors, employees, Members, stockholders, and affiliates (“Reprosify Indemnified Parties”) harmless from and against all Claims brought or threatened by a third party against a Reprosify Indemnified Party and any Losses related thereto alleging or arising out of your breach of or activities under these Terms or your use of the Reprosify services.
As a condition of your foregoing indemnification obligations: (a) Reprosify will promptly notify you of any Claim, provided, however, that the failure to give such notice shall not relieve you of your obligations hereunder except to the extent that you are actually and materially prejudiced by such failure; (b) you will have the sole and exclusive authority to defend or settle any such Claim (provided that, you will obtain Reprosify’s consent in connection with any act or forbearance required by Reprosify, which consent will not be unreasonably withheld); and (c) Reprosify will reasonably cooperate with you in connection with your activities hereunder, at your sole expense. You reserve the right, at your own expense, to participate in the defense of a Claim. You, in connection with a Claim, will pay all Losses following notice of the Claim. Notwithstanding anything herein to the contrary, you will not settle any Claims for which you have an obligation to indemnify admitting liability or fault on behalf of Reprosify, nor create any obligation on behalf of Reprosify without Reprosify’s prior written consent.
Limitation of Liability: INDIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF THE RESTRICTIONS AND REQUIREMENTS SECTION ABOVE; (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF THE CONFIDENTIALITY SECTION ABOVE; OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.
DIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THIS SECTION SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF SECTION 5 (RESTRICTIONS AND REQUIREMENTS) OR SECTION 10 (FEES, PAYMENT TERMS, AND TAXES); OR (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF SECTION 11.4 (CONFIDENTIALITY); OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS. THE PROVISIONS OF THIS SECTION 14 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
Term; Suspension: These terms become effective on the first day that you either click “I Accept” or start using the Reprosify services.
These Terms, as may be updated from time to time, will commence on the date they are accepted by you either by clicking “I Accept” or your first use of the Reprosify services and continue until terminated as described below (“Term”).
We may suspend the Reprosify services immediately upon notice for cause if: (a) you violate (or give us reason to believe you have violated) these Terms; (b) there is reason to believe the traffic created from your use of the Reprosify services or your use of the Reprosify services is fraudulent or negatively impacting the operating capability of the Reprosify services; (c) we determine, in our sole discretion, that providing the Reprosify services is prohibited by applicable Law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Reprosify services. If we suspend the Reprosify services, we will make a reasonable attempt to notify you prior to the suspension to the extent we can.
Compliance with Laws:
Both you and Reprosify will comply with the applicable Law relating to each of our respective activities pursuant to these Terms.
No Waiver: Our failure to enforce at any time any provision of these Terms does not waive our right to do so later. And, if we do expressly waive any provision of these Terms, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by you and us to be legally binding.
Assignment: You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be null and void. Subject to this Assignment section, these Terms will be binding on both you and Reprosify and each of our successors and assigns.
Unenforceability: Except as described in the Agreement to Arbitrate section, if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.
Notices: Any notice required or permitted to be given under these Terms will be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier, or by email upon confirmation of receipt. Notices to Reprosify shall be copied to Info@Reprosify.com, Attn: General Counsel.
Entire Agreement: Except as provided in these Terms and any attachments to these Terms, these Terms supersede all prior and contemporaneous proposals, statements, marketing materials, or presentations and agreements, oral and written. No oral or written information or advice given by Reprosify, its Members, or its employees will create a warranty or in any way increase the scope of the warranties in these Terms. Any purchase order document or similar document provided by you shall be construed solely as evidence of your internal business processes, and the terms and conditions contained thereon shall be void and have no effect with regard to these Terms between you and Reprosify and be non-binding against Reprosify even if signed by Reprosify after the date you accept these Terms.
Force Majeure: No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, a terrorist act; war; riot; theft; earthquake and other natural disasters. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
Governing Law and Venue: The enforceability and interpretation of the Agreement to Arbitrate section below will be determined by the Federal Arbitration Act (including its procedural provisions). Apart from the arbitration provision, these Terms will be governed by and interpreted according to the laws of the State of Virginia without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in the Arbitration section below, any legal suit, action, or proceeding arising out of or related to these Terms or the Reprosify services shall be instituted in either the state or federal courts of Virginia, and we each consent to the personal jurisdiction of these courts.
Agreement to Arbitrate
Before bringing a formal legal case, please first try contacting our Customer Support. Most disputes can be resolved that way.
We Both Agree to Arbitrate: If a dispute cannot be resolved through our Customer Support team, you or any of your affiliates on one hand and Reprosify and any of Reprosify’s affiliates on the other hand, all agree to resolve any dispute relating to these Terms or in relation to the Reprosify services by binding arbitration in Virginia, or in another location that we have both agreed to.
This applies to all claims under any legal theory unless the claim fits in one of the exceptions below in Exceptions to Agreement to Arbitrate. It also applies even after you have stopped using the Reprosify services. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.
Pursuant to this Agreement to Arbitrate section, you understand that you and your affiliates and Reprosify and its affiliates are giving up the right to have a judge and/or jury resolve any controversy or claim arising out of or relating to these Terms or the Reprosify services.
Exceptions to Agreement to Arbitrate: You and your affiliates on one hand, and Reprosify and its affiliates on the other hand, agree that we will go to court to resolve disputes relating to yours, your affiliates’, Reprosify’s or Reprosify’s affiliates’ intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents).
In addition, if any of us brings a claim in court that should be arbitrated or any of us refuses to arbitrate a claim that should be arbitrated, the other of us can ask a court to force us to go to arbitration to resolve the claim (i.e., compel arbitration). Any of us may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.
Details of Arbitration Procedure: Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between us by mediation conducted by the American Arbitration Association (AAA), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. You can look at AAA’s rules and procedures on their website [http://www.adr.org] or you can call them at 1-800-778-7879. The arbitration will be governed by the then-current version of AAA’s Commercial Arbitration Rules (the “Rules”) and will be held with a single arbitrator appointed in accordance with the Rules. To the extent anything described in this Agreement to Arbitrate section conflicts with the Rules, the language of this Agreement to Arbitrate section applies. Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discoveries will be in accordance with procedures approved by the arbitrator. This Agreement to Arbitrate section does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party. The arbitrator’s award will be based on the evidence admitted and the substantive law of the State of Virginia and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such an award. The arbitrator will not be entitled to modify these Terms. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.
Class Action Waiver: Both you and your affiliates, on one hand, and Reprosify and its affiliates on the other hand, agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you nor your affiliates on one hand nor Reprosify and its affiliates on the other hand can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other Reprosify customers, and cannot be used to decide other disputes with other customers. If a court decides that this Class Action Waiver provision is not enforceable or valid, then the entire Agreement to Arbitrate section will be null and void, but the rest of the Terms will still apply.
