Universal Billing, Payment, Renewal, Refund & Cancellation Policy

Table of Contents

The finished document would include approximately the following sections:

Introduction
Purpose of this Policy
Scope and Applicability
Definitions
Products, Services & Memberships
Account Registration
Eligibility
Acceptance of Terms
Service Activation
Commencement of Services
Membership Plans
Subscription Plans
Enterprise Services
Custom Services
Pricing
Promotional Pricing
Discounts
Credits
Promotional Credits
Credit Back Programs
Payment Methods
Authorization to Charge
Account Updater
Automatic Renewals
Renewal Notifications
Failed Payments
ACH Returns
Chargebacks
Collection Rights
Administrative Fees
Taxes
Refund Policy
No Refund Policy
No Prorated Refunds
Cancellation Policy
Cancellation Procedures
Cancellation Form Requirements
Processing Times
Effective Date of Cancellation
Pending Transactions
Existing Clients
Referral Coverage Period
Lead Ownership
Referral Attribution
Closing Fees
Marketing Fees
Performance Fees
Territory Reservations
Exclusive Markets
Sponsored Territories
Market Reassignment
Service Suspension
Termination by Customer
Termination by Reprosify
Immediate Termination
Fraud Prevention
Chargeback Abuse
Abuse of Platform
Customer Responsibilities
Delays Caused by Customer
No Performance Guarantee
Disclaimers
Data Retention
Exporting Data
Account Deletion
Record Retention
Audit Rights
Reporting Requirements
Broker Changes
Team Changes
Brokerage Sales & Mergers
Assignment Restrictions
Successors and Assigns
Survival of Obligations
Future Products & Services
Policy Updates
Force Majeure
Severability
Entire Agreement
Governing Law
Contact Information

Chapter 1. Introduction

1.1 Purpose of this Policy

Welcome to Reprosify.

This Universal Billing, Payment, Renewal, Refund & Cancellation Policy (“Policy”) establishes the terms governing all financial transactions, subscriptions, memberships, billing practices, renewals, refunds, cancellations, payment obligations, and related matters applicable to the products and services offered by Reprosify and its affiliated companies.

The purpose of this Policy is to provide a clear, transparent, and comprehensive framework that defines the rights, responsibilities, and obligations of both Reprosify and its customers regarding the purchase, use, renewal, cancellation, modification, suspension, and termination of any products or services offered by Reprosify.

Because Reprosify continuously develops new technology, introduces additional services, expands into new markets, and offers new subscription plans and business solutions, this Policy has been intentionally drafted to apply broadly to all existing and future products and services unless a specific written agreement expressly provides otherwise.

This Policy is intended to reduce misunderstandings, establish consistent billing practices, protect both parties, promote transparency, and ensure that all customers understand their financial obligations before purchasing or using any Reprosify products or services.

1.2 Scope of Application

This Policy applies to every individual, business entity, brokerage, real estate professional, lender, title company, service provider, vendor, advertiser, sponsor, affiliate, partner, customer, subscriber, account holder, authorized user, representative, employee, contractor, successor, assignee, or any other person or organization that purchases, subscribes to, accesses, participates in, or otherwise utilizes any products or services offered by Reprosify.

Without limitation, this Policy applies to all current and future offerings provided by Reprosify, including but not limited to:

Membership plans
Subscription plans
Software-as-a-Service (SaaS) products
Customer Relationship Management (CRM) platforms
Artificial Intelligence (AI) services
Lead generation services
Lead routing and lead distribution services
Referral network participation
Live transfer services
Appointment generation services
Marketing programs
Advertising products
Sponsored market programs
Territory reservation programs
ZIP Code sponsorships
Geographic exclusivity programs
Digital marketing services
Search engine optimization (SEO) services
Website development services
Landing pages and sales funnels
Virtual assistant services
Administrative support services
Data products
Consumer and business databases
Analytics platforms
Reporting tools
Marketplace listings
Premium profiles
Featured placements
White-label services
Consulting services
Training programs
Educational resources
Digital downloads
Mobile applications
APIs
Integrations
Enterprise solutions
Custom services
Professional services
Transaction support services
Referral fee programs
Performance-based services
Promotional campaigns
Beta programs
Pilot programs
Any future products, services, technologies, subscriptions, memberships, programs, or offerings introduced by Reprosify or any of its affiliates.

This Policy applies regardless of whether such services are provided directly by Reprosify, through affiliated companies, authorized partners, independent contractors, subcontractors, technology providers, marketing partners, or any other authorized third party acting on behalf of Reprosify.

1.3 Relationship to Other Agreements

This Policy forms an integral part of every agreement entered into between Reprosify and its customers.

Depending upon the products or services purchased, customers may also be required to accept one or more additional agreements, including but not limited to:

Membership Agreements
Referral Agreements
Service Agreements
Subscription Agreements
Sponsorship Agreements
Marketplace Agreements
Software License Agreements
Terms of Service
Acceptable Use Policies
Privacy Policies
Data Processing Agreements
Commission Agreements
Professional Service Agreements
Order Forms
Statements of Work
Invoices
Pricing Schedules
Proposal Documents
Addenda
Amendments
Product-Specific Terms
Promotional Terms
Enterprise Agreements

Each of these documents shall be read together whenever applicable.

In the event of any direct conflict between this Policy and an executed written agreement signed by both parties that expressly governs a specific product or service, the executed agreement shall control solely with respect to that specific subject matter. In all other respects, this Policy shall remain fully enforceable.

1.4 Acceptance of this Policy

By creating an account, purchasing a product or service, enrolling in a membership, activating a subscription, making payment, electronically accepting an agreement, signing any agreement referencing this Policy, accessing the Reprosify Platform, or otherwise using any Reprosify products or services, the customer acknowledges that they have read, understood, and agreed to be legally bound by this Policy.

Acceptance may occur through any legally recognized method, including but not limited to:

Electronic signature
Digital acceptance
Online checkbox acknowledgment
Click-through agreement
Written signature
Email confirmation
Payment of an invoice
Activation of services
Continued use of the Platform
Submission of an order
Acceptance of a proposal
Execution of a Membership Agreement
Execution of a Service Agreement
Execution of a Referral Agreement
Execution of any document incorporating this Policy by reference.

A customer’s failure to read this Policy shall not relieve the customer of any obligations arising under this Policy or any related agreement.

1.5 Business Nature of Services

Reprosify provides technology platforms, software, lead generation systems, marketing services, referral networks, business development tools, professional services, and related business solutions intended to assist customers in operating and growing their businesses.

Many Reprosify services require substantial upfront investments of personnel, technology resources, software licensing, infrastructure, onboarding, implementation, account configuration, territory reservation, operational planning, staffing, technical support, administrative resources, and other business expenses that begin immediately upon enrollment or activation.

Accordingly, many fees charged by Reprosify are earned immediately upon activation, onboarding, account provisioning, or commencement of services, regardless of the customer’s subsequent level of usage or business results.

1.6 No Investment or Performance Guarantee

Reprosify does not guarantee that any customer will achieve any particular financial result, revenue level, profit, commission, transaction volume, return on investment, lead quantity, lead quality, appointment volume, live transfers, listings, contracts, sales, conversions, business growth, customer acquisition, marketing performance, advertising performance, search engine rankings, artificial intelligence visibility, website traffic, or any other business outcome.

Business success depends upon numerous factors outside Reprosify’s control, including market conditions, customer responsiveness, pricing strategies, sales ability, licensing status, competition, economic conditions, regulatory changes, customer service quality, follow-up efforts, and countless other variables unique to each customer.

The absence of expected business results shall not constitute grounds for cancellation with refund, payment reversal, chargeback, or any other claim for reimbursement unless expressly required by applicable law or a written agreement signed by an authorized officer of Reprosify.

1.7 Policy Updates

Reprosify reserves the right to amend, modify, supplement, replace, or update this Policy from time to time to reflect changes in applicable laws, industry practices, technology, business operations, pricing structures, products, services, or internal procedures.

Unless otherwise required by applicable law or expressly stated within this Policy, updated versions become effective upon publication on the Reprosify website or other official communication channels.

Continued use of any Reprosify products or services following the effective date of an updated Policy constitutes acceptance of the revised terms.

Nothing contained in this Policy shall obligate Reprosify to maintain any particular product, service, pricing model, membership plan, technology platform, feature, or offering for any specific period of time.

1.8 Customer Responsibility

Customers are responsible for reviewing this Policy periodically to remain informed of any updates or revisions.

Questions regarding this Policy should be directed to Reprosify before purchasing, renewing, or continuing any services.

By maintaining an active account, renewing a subscription, or continuing to use Reprosify’s products or services, the customer affirms their continuing agreement to comply with this Policy and all applicable agreements governing their relationship with Reprosify.

Chapter 2. Purpose of this Policy

2.1 Purpose

The purpose of this Universal Billing, Payment, Renewal, Refund & Cancellation Policy (“Policy”) is to establish a comprehensive, transparent, and consistent framework governing the financial relationship between Reprosify and its customers. This Policy defines the terms and conditions applicable to the purchase, activation, billing, payment, renewal, modification, suspension, cancellation, refund eligibility, and termination of all products and services offered by Reprosify.

Reprosify provides technology platforms, software solutions, lead generation services, referral programs, digital marketing services, professional services, data products, advertising solutions, artificial intelligence technologies, business tools, and other products and services that often require significant investments in technology, infrastructure, personnel, onboarding, implementation, market allocation, territory reservation, software licensing, customer support, operational planning, and administrative resources before or immediately upon activation of a customer’s account.

Accordingly, this Policy is intended to clearly explain the financial obligations associated with those services, establish uniform billing practices, define the rights and responsibilities of both Reprosify and its customers, and minimize misunderstandings regarding payments, renewals, cancellations, refunds, credits, and related financial matters.

2.2 Objectives

This Policy has been adopted to achieve the following objectives:

Establish clear and consistent billing, payment, renewal, refund, and cancellation procedures.
Ensure that customers understand their financial obligations before purchasing or activating any Reprosify product or service.
Promote transparency regarding pricing, billing cycles, renewals, payment methods, fees, credits, refunds, and cancellations.
Protect both Reprosify and its customers by establishing fair, consistent, and predictable business practices.
Define when fees become earned, payable, non-refundable, or otherwise due.
Establish standardized procedures for requesting, processing, and completing cancellations.
Clarify which obligations survive cancellation or termination of services.
Protect Reprosify’s investments in technology, personnel, operational resources, infrastructure, onboarding, implementation, account provisioning, market allocation, and customer support.
Reduce disputes, billing misunderstandings, payment reversals, chargebacks, and unnecessary litigation.
Provide a uniform policy that applies consistently across all current and future Reprosify products and services unless expressly stated otherwise in writing.
Preserve the integrity, fairness, and long-term sustainability of the Reprosify Platform and its business operations.

2.3 Comprehensive Application

This Policy has been intentionally drafted as a universal financial policy rather than a product-specific policy. Unless expressly stated otherwise in a separate written agreement executed by Reprosify, the provisions contained herein apply to all current and future memberships, subscriptions, products, software, services, platforms, programs, advertising offerings, sponsorships, consulting engagements, digital products, professional services, referral programs, lead generation services, and any other offerings made available by Reprosify or its affiliated companies.

The introduction of new products, services, technologies, pricing structures, subscription models, payment plans, membership levels, or business offerings shall not limit the applicability of this Policy unless Reprosify expressly adopts separate written terms governing those specific offerings.

2.4 Standardization of Business Practices

Reprosify is committed to maintaining consistent operational, financial, and administrative practices across its organization. This Policy establishes standardized procedures governing account activation, billing, payment collection, subscription renewals, service modifications, cancellations, refunds, account termination, payment disputes, collections, and related financial matters.

Uniform application of these procedures helps ensure fairness among customers while enabling Reprosify to efficiently manage its products, services, personnel, technology resources, customer support operations, market allocations, and contractual obligations.

2.5 Protection of Business Resources

Many Reprosify products and services require substantial commitments of time, personnel, technology, software licenses, administrative resources, infrastructure, market reservations, onboarding activities, account configuration, compliance reviews, technical implementation, customer support, and operational planning before customers begin using the services.

Accordingly, certain fees may become earned upon enrollment, account activation, onboarding, implementation, account provisioning, market assignment, territory reservation, staffing allocation, or other commencement of services, regardless of the customer’s subsequent level of usage or business performance.

This Policy is intended to protect those legitimate business investments while ensuring customers receive clear notice regarding the financial terms applicable to their purchases.

2.6 Customer Awareness

Reprosify believes that customers should fully understand the financial terms governing their purchases before enrolling in any membership, subscription, or service.

Accordingly, this Policy is intended to provide customers with clear information regarding, among other things:

Pricing and applicable fees.
Billing schedules and payment obligations.
Automatic renewals.
Cancellation procedures.
Refund eligibility.
Credit programs.
Payment disputes.
Chargebacks.
Collection procedures.
Surviving obligations following cancellation or termination.
Customer responsibilities regarding billing and account management.

Customers are encouraged to review this Policy carefully before purchasing any Reprosify products or services and to contact Reprosify with any questions before completing enrollment.

2.7 Future Growth

Reprosify continually develops new technologies, software platforms, artificial intelligence tools, business services, marketing solutions, referral programs, subscription offerings, enterprise products, and other innovations.

This Policy is intended to remain sufficiently broad and flexible to govern such future offerings without requiring material revisions each time Reprosify introduces additional products, services, pricing models, or business programs.

Unless expressly stated otherwise in writing by Reprosify, all future products and services shall be governed by this Policy together with any applicable product-specific terms.

2.8 Good Faith Administration

Reprosify intends to administer this Policy in a commercially reasonable, consistent, and good faith manner while protecting its legitimate business interests and providing customers with clear, transparent, and predictable financial terms.

Nothing contained in this Policy shall be interpreted to waive any contractual rights, legal remedies, or protections otherwise available to Reprosify under applicable law or under any agreement entered into between Reprosify and its customers.

Chapter 3. Scope and Applicability

3.1 Scope of this Policy

This Universal Billing, Payment, Renewal, Refund & Cancellation Policy (“Policy”) establishes the financial terms and conditions governing all products, services, memberships, subscriptions, programs, platforms, software, and business offerings provided by Reprosify.

Unless expressly stated otherwise in a written agreement executed by an authorized representative of Reprosify, this Policy applies to every financial transaction, purchase, subscription, renewal, payment, refund request, cancellation request, service modification, account suspension, account termination, and other billing-related matter involving Reprosify.

This Policy shall be deemed incorporated by reference into every agreement, order form, proposal, subscription, membership, invoice, service plan, pricing schedule, or other contractual arrangement entered into between Reprosify and any customer.

3.2 Persons and Entities Covered

This Policy applies to every individual or entity that purchases, subscribes to, enrolls in, accesses, uses, benefits from, or otherwise participates in any product or service offered by Reprosify.

Without limitation, this Policy applies to:

Individual consumers.
Real estate agents.
Associate brokers.
Principal brokers.
Brokerages.
Teams and team leaders.
Independent contractors.
Employees.
Property managers.
Mortgage professionals.
Loan officers.
Title companies.
Escrow companies.
Settlement companies.
Attorneys.
Investors.
Builders.
Developers.
Home service providers.
Vendors.
Advertisers.
Sponsors.
Referral partners.
Marketing partners.
Enterprise customers.
Business organizations.
Limited liability companies.
Partnerships.
Corporations.
Non-profit organizations.
Government entities where permitted.
Affiliates.
Authorized users.
Account administrators.
Successors.
Assignees.
Personal representatives.
Legal representatives.
Any other individual or organization utilizing Reprosify products or services.

References in this Policy to “Customer,” “Service Provider,” “Subscriber,” “Member,” “User,” or similar terms shall include all such persons and entities, as applicable.

3.3 Products and Services Covered

This Policy governs all current and future products and services offered by Reprosify, whether offered independently, as part of a bundled solution, through affiliated companies, or in partnership with third parties.

Without limitation, this Policy applies to:

Membership Programs

Annual memberships.
Monthly memberships.
Premium memberships.
Enterprise memberships.
Partner memberships.
Sponsored memberships.
Reserved market memberships.
Future membership offerings.

Subscription Services

Software subscriptions.
CRM subscriptions.
Marketing subscriptions.
AI subscriptions.
Premium feature subscriptions.
Reporting subscriptions.
Communication platform subscriptions.
Automation subscriptions.
Future subscription services.

Lead Generation Services

Buyer leads.
Seller leads.
Referral leads.
Exclusive leads.
Shared leads.
Live transfers.
Appointment generation.
Lead routing.
Lead distribution.
Lead verification.
Lead nurturing.
Future lead products.

Software and Technology

CRM platforms.
SaaS platforms.
Mobile applications.
Artificial intelligence services.
Machine learning tools.
Automation platforms.
Communication tools.
APIs.
Integrations.
Customer portals.
Dashboards.
Reporting systems.
Analytics platforms.
Future software offerings.

Marketing Services

Search engine optimization.
Local SEO.
AI optimization.
Website development.
Landing pages.
Sales funnels.
Advertising campaigns.
Social media marketing.
Reputation management.
Content marketing.
Branding services.
Graphic design.
Video production.
Future marketing services.

Professional Services

Consulting.
Training.
Coaching.
Business development.
Onboarding.
Account setup.
Technical implementation.
Configuration services.
Support services.
Virtual assistant services.
Administrative services.
Transaction coordination.
Future professional services.

Advertising and Sponsorship Programs

Sponsored ZIP Codes.
Territory reservations.
Geographic exclusivity.
Featured listings.
Premium profiles.
Marketplace advertising.
Display advertising.
Promotional campaigns.
Referral sponsorships.
Future advertising products.

Data and Digital Products

Consumer databases.
Business databases.
Market reports.
Digital downloads.
Templates.
Educational materials.
Research products.
Analytics.
Business intelligence.
Future digital products.

Enterprise and Custom Solutions

White-label services.
Enterprise licensing.
Custom software.
Custom integrations.
API licensing.
Corporate solutions.
Multi-office deployments.
Franchise programs.
Future enterprise offerings.

This list is illustrative and not exhaustive.

Any new products or services introduced by Reprosify shall automatically become subject to this Policy unless expressly excluded in writing.

3.4 Geographic Applicability

This Policy applies to products and services offered by Reprosify regardless of the customer’s geographic location, jurisdiction, state, province, territory, or country, subject to applicable law.

Customers accessing Reprosify services from outside the jurisdiction in which Reprosify primarily conducts business remain responsible for complying with all applicable local laws and regulations.

Nothing contained in this Policy shall be interpreted as requiring Reprosify to provide services in jurisdictions where such services are prohibited by law.

3.5 Method of Purchase

This Policy applies regardless of how a customer purchases or accesses Reprosify products or services, including purchases made through:

The Reprosify website.
Online enrollment.
Sales representatives.
Account executives.
Independent sales partners.
Referral partners.
Affiliate partners.
Telephone sales.
Email communications.
Written proposals.
Service agreements.
Membership agreements.
Subscription agreements.
Invoices.
Order forms.
Marketplace platforms.
Mobile applications.
Electronic commerce systems.
Future purchasing channels.

The method by which a purchase is completed shall not alter the applicability of this Policy.

3.6 Relationship to Other Agreements

This Policy forms part of every contractual relationship between Reprosify and its customers.

Depending upon the products or services selected, customers may also enter into one or more additional agreements, including but not limited to:

Membership Agreements.
Referral Agreements.
Service Agreements.
Sponsorship Agreements.
Enterprise Agreements.
Professional Service Agreements.
Software License Agreements.
Terms of Service.
Privacy Policies.
Acceptable Use Policies.
Statements of Work.
Order Forms.
Pricing Schedules.
Promotional Terms.
Product-Specific Terms.
Addenda.
Amendments.
Commission Agreements.
Data Processing Agreements.
Any successor agreements.

These documents shall be interpreted together whenever reasonably possible.

If a direct conflict exists between this Policy and an individually negotiated written agreement executed by authorized representatives of both parties, the negotiated agreement shall govern solely with respect to the specific conflicting provision. In all other respects, this Policy shall remain fully enforceable.

3.7 Future Products and Services

Reprosify continuously develops and introduces new technologies, software, membership plans, subscription models, pricing structures, business programs, and professional services.

Accordingly, this Policy is intended to be dynamic and future-oriented.

Unless Reprosify expressly provides separate written terms for a specific offering, every current and future product, service, feature, enhancement, software application, technology platform, membership, subscription, advertising program, sponsorship opportunity, digital product, consulting engagement, professional service, marketplace offering, or business solution offered by Reprosify shall automatically be governed by this Policy.

The introduction, modification, discontinuation, or replacement of any product or service shall not limit the applicability or enforceability of this Policy.

3.8 Continued Applicability

The provisions of this Policy continue to apply during the entire customer relationship, including periods of active service, suspension, renewal, cancellation, termination, reinstatement, or reactivation.

Any obligations that by their nature are intended to survive cancellation or termination, including but not limited to payment obligations, referral fee obligations, closing fee obligations, reporting obligations, audit rights, confidentiality obligations, intellectual property protections, indemnification obligations, limitations of liability, dispute resolution provisions, and other surviving contractual responsibilities, shall remain fully enforceable after the customer’s services have ended, to the extent permitted by applicable law.

3.9 Entire Scope

This Chapter is intended to be interpreted broadly in order to ensure consistent administration of Reprosify’s billing, payment, renewal, refund, and cancellation practices across all current and future business operations.

No omission of a particular product, service, membership, subscription, program, technology, pricing model, customer category, or business offering from this Policy shall be interpreted as excluding such offering from the application of this Policy unless Reprosify expressly states otherwise in a written agreement signed by an authorized representative of Reprosify.

Chapter 4. Definitions

4.1 Purpose of Definitions

For purposes of this Universal Billing, Payment, Renewal, Refund & Cancellation Policy (“Policy”), the following capitalized terms shall have the meanings set forth below unless the context clearly requires otherwise.

These definitions are intended to promote consistency, eliminate ambiguity, and ensure uniform interpretation throughout this Policy and any related agreements. References to the singular include the plural and vice versa where appropriate.

4.2 “Reprosify”

“Reprosify,” “Company,” “we,” “our,” or “us” means Reprosify, together with its parent companies, subsidiaries, affiliates, successors, assigns, divisions, brands, licensors, service providers, contractors, authorized representatives, employees, officers, directors, agents, and any entity operating under the Reprosify brand or providing services on Reprosify’s behalf.

4.3 “Customer”

“Customer” means any individual or legal entity that purchases, subscribes to, enrolls in, receives, accesses, benefits from, or otherwise uses any Reprosify product or service.

The term includes, without limitation:

Members
Subscribers
Service Providers
Realtors
Brokers
Brokerages
Teams
Team Leaders
Loan Officers
Mortgage Companies
Title Companies
Settlement Companies
Vendors
Advertisers
Sponsors
Referral Partners
Enterprise Customers
Business Organizations
Authorized Users
Account Administrators
Employees
Independent Contractors
Agents
Representatives
Successors
Assignees

4.4 “Account”

“Account” means any customer profile, membership profile, subscription account, login credentials, CRM account, dashboard, administrative portal, software account, or other electronic record maintained by Reprosify for purposes of providing products or services.

An Account may contain customer information, billing records, payment history, subscription information, communications, reports, settings, usage history, and other information relating to the customer relationship.

4.5 “Services”

“Services” means any current or future products, subscriptions, memberships, software, technology, platforms, professional services, consulting, advertising, marketing, lead generation, referral programs, digital products, data products, AI services, support services, or other offerings provided by Reprosify.

The term shall be interpreted broadly and includes any service introduced after the effective date of this Policy unless expressly excluded in writing.

4.6 “Membership”

“Membership” means any recurring or non-recurring program that provides access to the Reprosify Platform, products, services, territories, benefits, features, resources, support, or other business offerings in exchange for payment of applicable Membership Fees.

Memberships may include multiple pricing levels, service levels, benefit structures, or future membership plans introduced by Reprosify.

4.7 “Subscription”

“Subscription” means any recurring service, software access, membership, platform access, or product that automatically renews for successive billing periods unless cancelled in accordance with this Policy.

Subscriptions may be monthly, quarterly, annual, multi-year, usage-based, or otherwise structured as determined by Reprosify.

4.8 “Plan”

“Plan” means the specific pricing tier, membership level, subscription package, service package, advertising package, sponsorship package, software edition, or other commercial offering selected by the Customer.

Plans may include different features, benefits, pricing, service levels, billing schedules, usage limits, or eligibility requirements.

4.9 “Membership Fee”

“Membership Fee” means any recurring or one-time fee charged for enrollment in a Membership or Plan.

Membership Fees may vary based upon pricing plans, promotional offers, negotiated agreements, geographic markets, enterprise arrangements, or future pricing schedules adopted by Reprosify.

4.10 “Subscription Fee”

“Subscription Fee” means any recurring charge for continued access to a Subscription or Service.

Subscription Fees may be billed monthly, quarterly, annually, or at any other interval established by Reprosify.

4.11 “Fees”

“Fees” means collectively all amounts payable to Reprosify, including but not limited to:

Membership Fees
Subscription Fees
Closing Fees
Referral Fees
Marketing Fees
Service Fees
Activation Fees
Setup Fees
Onboarding Fees
Advertising Fees
Sponsorship Fees
Data Fees
Professional Service Fees
Consulting Fees
Administrative Fees
Technology Fees
Support Fees
Usage Fees
Transaction Fees
Processing Fees
Renewal Fees
Late Fees
Collection Costs
Interest
Taxes
Any other amounts owed under applicable agreements.

4.12 “Billing Cycle”

“Billing Cycle” means the recurring period for which Fees are assessed.

Billing Cycles may be monthly, quarterly, annually, multi-year, usage-based, milestone-based, project-based, transaction-based, or otherwise established by Reprosify.

4.13 “Renewal Date”

“Renewal Date” means the date on which a Membership, Subscription, Plan, or Service automatically renews and applicable Fees become due for the next Billing Cycle.

4.14 “Activation”

“Activation” means the commencement of any work or operational activity by Reprosify relating to the Customer’s purchase.

Activation may include, without limitation:

Account creation
Software provisioning
CRM setup
Technical configuration
Territory reservation
Market assignment
Internal processing
Staffing allocation
Campaign preparation
Lead routing
AI configuration
System integration
Customer onboarding
Administrative setup
Any internal or external activity undertaken to prepare or deliver Services.

Activation may occur before the Customer first logs into or actively uses the Service.

4.15 “Onboarding”

“Onboarding” means all activities undertaken to establish, configure, implement, customize, or prepare Services for Customer use.

Onboarding includes both visible and internal activities regardless of whether the Customer directly observes such work.

4.16 “Territory”

“Territory” means any geographic area, ZIP Code, city, county, market, neighborhood, region, advertising area, service area, exclusive assignment, sponsored market, reserved location, or other geographic designation associated with a Customer’s Membership or Services.

4.17 “Referral”

“Referral” means any prospective customer, client, lead, transaction opportunity, introduction, contact, communication, or business opportunity that originates from, is generated by, influenced by, facilitated through, or is otherwise attributable to Reprosify or another Reprosify network participant.

A Referral may be delivered directly or indirectly and includes introductions made through technology platforms, employees, contractors, members, referral partners, marketing campaigns, websites, telephone calls, email, text messaging, social media, live transfers, appointments, or any other communication channel.

4.18 “Lead”

“Lead” means any person or entity expressing actual or potential interest in purchasing, selling, renting, financing, investing in, or otherwise engaging in a transaction or business opportunity for which Reprosify provides lead generation, lead routing, appointment setting, live transfer, marketing, referral, or related services.

4.19 “Closing Fee”

“Closing Fee” means any fee owed to Reprosify upon the successful completion, funding, recording, settlement, closing, execution, or consummation of a transaction involving a Referral, regardless of whether such transaction occurs before or after cancellation, provided the obligation arises under the applicable agreement.

4.20 “Payment Method”

“Payment Method” means any credit card, debit card, ACH authorization, electronic funds transfer, digital wallet, bank account, payment processor, financing arrangement, or other payment mechanism authorized by the Customer.

4.21 “Chargeback”

“Chargeback” means any reversal, dispute, retrieval request, payment reversal, ACH return, credit card dispute, debit card dispute, unauthorized payment claim, bank reversal, processor claim, or similar action initiated through a financial institution or payment processor.

4.22 “Cancellation”

“Cancellation” means the Customer’s request to discontinue future renewal of a Membership, Subscription, or Service in accordance with this Policy.

Cancellation does not automatically terminate outstanding payment obligations, surviving contractual obligations, or Fees already earned or otherwise due under applicable agreements.

4.23 “Termination”

“Termination” means the ending of the contractual relationship between Reprosify and the Customer by either party in accordance with applicable agreements.

Termination may occur voluntarily, for convenience, for cause, due to breach, suspension, fraud prevention, legal compliance, non-payment, or any other reason permitted under applicable agreements.

4.24 “Refund”

“Refund” means the repayment of monies previously paid by a Customer.

A Refund shall only be issued where expressly required by this Policy, an applicable written agreement, or mandatory law.

4.25 “Credit”

“Credit” means any promotional credit, billing credit, account credit, service credit, goodwill adjustment, incentive, rebate, discount, or similar value issued by Reprosify.

Unless expressly stated otherwise, Credits:

Have no cash value.
Are non-transferable.
Are non-refundable.
May not be redeemed for cash.
Expire as determined by Reprosify.
May be revoked in cases of fraud, abuse, cancellation, or breach.

4.26 “Business Day”

“Business Day” means any day other than Saturday, Sunday, or officially recognized federal holidays observed by Reprosify’s principal place of business, unless otherwise specified in writing.

4.27 “Applicable Agreement”

“Applicable Agreement” means any Membership Agreement, Subscription Agreement, Referral Agreement, Service Agreement, Order Form, Statement of Work, Proposal, Pricing Schedule, Terms of Service, Privacy Policy, Product-Specific Terms, Addendum, Amendment, or other written agreement governing the Customer’s relationship with Reprosify.

4.28 Interpretation

These definitions shall be interpreted broadly to effectuate the intent of this Policy. Headings are provided for convenience only and shall not affect interpretation. If any defined term is used in a manner inconsistent with its ordinary meaning, the definition contained in this Chapter shall control unless expressly stated otherwise in the applicable agreement.

Chapter 5. Products, Services & Memberships

5.1 General Overview

Reprosify provides a diverse portfolio of technology platforms, software solutions, professional services, lead generation programs, marketing services, subscription-based offerings, memberships, digital products, and business solutions designed to support real estate professionals, businesses, organizations, and other customers.

This Universal Billing, Payment, Renewal, Refund & Cancellation Policy (“Policy”) applies to all products and services offered by Reprosify unless a specific written agreement executed by an authorized representative of Reprosify expressly provides otherwise.

The products and services described in this Chapter are illustrative only and are not intended to limit the scope of this Policy. Reprosify may introduce, modify, discontinue, combine, separate, rebrand, or replace products and services at any time in accordance with applicable agreements and this Policy.

5.2 Membership Programs

Reprosify may offer one or more membership programs that provide customers with access to products, software, services, exclusive benefits, geographic territories, premium features, networking opportunities, marketing resources, business tools, or other membership privileges.

Membership programs may include, without limitation:

Annual memberships.
Monthly memberships.
Multi-year memberships.
Premium memberships.
Enterprise memberships.
Team memberships.
Brokerage memberships.
Franchise memberships.
Sponsored memberships.
Founding memberships.
Invitation-only memberships.
Geographic or territory-based memberships.
Industry-specific memberships.
Partner memberships.
Affiliate memberships.
Beta memberships.
Pilot program memberships.
Promotional memberships.
Lifetime memberships, if offered.
Any future membership programs introduced by Reprosify.

Membership benefits, pricing, eligibility requirements, availability, included services, and renewal terms may differ depending upon the selected Membership Plan.

Nothing contained in this Policy shall obligate Reprosify to continue offering any particular Membership Plan, benefit, feature, pricing structure, or promotional offering.

5.3 Subscription Services

Certain Reprosify products and services are offered on a recurring subscription basis.

Subscription Services may include continued access to software, online platforms, digital tools, premium features, technical support, reporting systems, communications platforms, automation systems, artificial intelligence services, customer portals, business resources, or other recurring services.

Subscriptions may be offered under monthly, quarterly, annual, multi-year, usage-based, transaction-based, enterprise, or custom billing arrangements.

Unless otherwise stated in the applicable agreement, subscriptions automatically renew in accordance with the Renewal provisions contained in this Policy.

5.4 Software and Technology Services

Reprosify develops, licenses, operates, and supports various technology platforms and software solutions.

Software offerings may include:

Customer Relationship Management (CRM) platforms.
Software-as-a-Service (SaaS) applications.
Artificial Intelligence (AI) tools.
Lead management systems.
Marketing automation.
Customer communication platforms.
Website builders.
Landing page software.
Sales funnel builders.
Analytics platforms.
Reporting dashboards.
Mobile applications.
APIs.
Software integrations.
Workflow automation.
Business intelligence tools.
Data management systems.
Internal productivity tools.
Future technology products and software platforms.

Software functionality, features, integrations, supported devices, compatibility, and available services may change from time to time without creating any right to a refund or cancellation except where expressly required by applicable law.

5.5 Lead Generation and Referral Services

Reprosify may provide products and services designed to generate, distribute, verify, qualify, transfer, route, manage, or otherwise facilitate business opportunities for its customers.

These services may include:

Buyer leads.
Seller leads.
Investor leads.
Referral leads.
Live transfers.
Appointment setting.
Lead verification.
Lead qualification.
Lead routing.
Exclusive lead programs.
Shared lead programs.
Geographic lead distribution.
Referral matching.
Referral introductions.
Consumer inquiries.
Digital lead generation.
Marketing-generated opportunities.
Future lead generation products.

The availability, quantity, quality, exclusivity, geographic coverage, timing, conversion rates, or business outcomes associated with lead generation services may vary and are not guaranteed unless expressly provided in a separate written agreement.

5.6 Marketing and Advertising Services

Reprosify may provide marketing, advertising, branding, promotional, and customer acquisition services.

Such services may include:

Search engine optimization (SEO).
Local SEO.
Artificial intelligence optimization.
Website design.
Landing pages.
Sales funnels.
Social media management.
Content creation.
Email marketing.
SMS marketing.
Reputation management.
Online advertising.
Display advertising.
Video marketing.
Graphic design.
Brand development.
Advertising placements.
Sponsored listings.
Featured profiles.
Marketplace promotion.
Digital campaigns.
Print campaigns.
Future advertising and marketing services.

Marketing services may require ongoing customer participation, timely approvals, access credentials, branding materials, MLS information, licensing information, or other customer-provided resources.

Customer delays shall not delay billing obligations unless expressly agreed in writing.

5.7 Professional Services

Reprosify may provide professional services either independently or together with subscription products.

Professional services may include:

Consulting.
Business strategy.
Technical implementation.
Customer onboarding.
Software configuration.
Training.
Coaching.
Account management.
Virtual assistant services.
Administrative support.
Project management.
Transaction coordination.
Customer success services.
Compliance assistance.
Business development.
Operational support.
Future professional services.

Professional services may be billed separately from subscription services and may be subject to additional agreements.

5.8 Data, Analytics, and Digital Products

Reprosify may offer access to data products, research, analytics, reports, downloadable content, educational materials, templates, databases, business intelligence tools, and other digital resources.

Such products may include:

Consumer databases.
Business databases.
Market reports.
Industry research.
Digital downloads.
Educational courses.
Templates.
Checklists.
Reports.
Analytics.
Dashboards.
AI-generated insights.
Business intelligence tools.
Future digital products.

Unless expressly stated otherwise, digital products are deemed delivered upon electronic access or download and are generally non-refundable.

5.9 Territory-Based Services

Certain Membership Plans or Services may include exclusive or non-exclusive geographic rights, territories, market assignments, ZIP Code reservations, sponsored locations, priority placement, advertising rights, or similar geographic benefits.

Territories may be assigned based upon availability, membership level, performance requirements, geographic limitations, sponsorship status, operational considerations, or other criteria established by Reprosify.

Reprosify reserves the right to establish, modify, reconfigure, expand, reduce, divide, consolidate, rename, suspend, or discontinue territories or market structures whenever reasonably necessary for business operations.

Unless expressly stated in a separately executed written agreement, no customer acquires any ownership interest in a territory, market, ZIP Code, or geographic designation.

5.10 Custom and Enterprise Solutions

Reprosify may develop customized solutions for enterprise customers, brokerages, franchises, organizations, or strategic partners.

Such offerings may include:

Enterprise software.
White-label platforms.
API licensing.
Custom development.
Custom integrations.
Private deployments.
Multi-office implementations.
Enterprise consulting.
Corporate training.
Franchise solutions.
Strategic partnerships.
Custom pricing arrangements.
Future enterprise offerings.

Enterprise solutions may be governed by additional agreements negotiated between the parties.

5.11 Bundled Services

Reprosify may package multiple products or services together as a bundled offering.

Bundles may include combinations of:

Memberships.
Software subscriptions.
Marketing services.
Lead generation.
Advertising.
Professional services.
Technical support.
AI services.
CRM access.
Training.
Premium features.
Future bundled products.

Each component of a bundled offering may have separate operational requirements while remaining subject to the billing, renewal, refund, and cancellation provisions of this Policy unless expressly stated otherwise.

5.12 Future Products and Services

Reprosify is committed to continuous innovation and may introduce new products, technologies, services, pricing models, membership structures, subscription offerings, digital platforms, artificial intelligence capabilities, professional services, advertising programs, referral systems, marketplaces, software applications, and other business solutions at any time.

Accordingly, this Policy is intended to apply automatically to all future offerings introduced by Reprosify unless a separate written agreement expressly excludes a particular product or service.

The introduction of a new product, pricing model, feature, technology, membership category, or service shall not require amendment of this Policy in order for its billing, payment, renewal, refund, cancellation, and related provisions to remain fully applicable.

5.13 Availability of Products and Services

All products and services are offered subject to availability, operational capacity, geographic limitations, staffing resources, regulatory requirements, licensing restrictions, technical compatibility, and other business considerations.

Reprosify reserves the right, in its sole discretion and to the extent permitted by applicable law, to:

Introduce new products or services.
Modify existing offerings.
Improve or replace technologies.
Add or remove features.
Change service levels.
Discontinue products.
Limit availability.
Decline enrollment.
Establish eligibility requirements.
Create new pricing structures.
Consolidate or separate service offerings.
Suspend or terminate products.
Offer promotional or pilot programs.
Launch beta features.

Such actions shall not, by themselves, constitute a breach of this Policy or automatically entitle any customer to refunds, credits, damages, or cancellation rights beyond those expressly provided under applicable agreements or mandatory law.

5.14 No Guarantee of Continued Availability

Reprosify does not guarantee that any specific product, feature, Membership Plan, Subscription Plan, pricing structure, technology platform, software feature, territory, advertising program, or business service will remain available indefinitely.

Business needs, technological advancements, customer demand, operational efficiency, legal requirements, market conditions, and strategic considerations may require Reprosify to modify its product portfolio from time to time.

Nothing contained in this Policy shall be interpreted as creating a perpetual right to any particular product, service, feature, or pricing model unless expressly stated in a written agreement executed by an authorized representative of Reprosify.

Chapter 6. Account Registration

6.1 Account Registration Requirement

Unless otherwise authorized in writing by Reprosify, a Customer must establish an Account before purchasing, subscribing to, enrolling in, or accessing most Reprosify products or Services.

Account registration enables Reprosify to verify customer identity, administer products and Services, process payments, maintain account records, communicate with Customers, provide technical support, manage subscriptions, assign territories, deliver leads, administer memberships, and fulfill its contractual obligations.

Certain products or Services may require additional registration, verification, licensing, documentation, or approval before activation.

6.2 Accurate Registration Information

Customers agree to provide complete, accurate, current, and truthful information during the registration process and throughout the duration of their relationship with Reprosify.

Registration information may include, without limitation:

Legal name.
Business or brokerage name.
Professional license information.
Business address.
Mailing address.
Telephone numbers.
Email addresses.
Payment information.
Billing information.
Tax identification information, where applicable.
Emergency or authorized contacts.
Company ownership information.
Authorized representatives.
Service preferences.
Territory selections.
Account credentials.
Any additional information reasonably requested by Reprosify.

Customers represent and warrant that all registration information provided is accurate and that they possess the legal authority to enter into agreements with Reprosify.

Providing false, misleading, incomplete, fraudulent, or outdated information constitutes a material breach of this Policy and may result in suspension or termination of Services without refund.

6.3 Continuing Obligation to Maintain Accurate Information

Customers are responsible for maintaining accurate and current Account information at all times.

Customers shall promptly update any material changes, including but not limited to:

Name changes.
Brokerage changes.
Business ownership changes.
Mailing address.
Email address.
Telephone numbers.
Payment methods.
Billing information.
Licensing status.
Business entity changes.
Authorized users.
Tax information.
Territory preferences.
Any information affecting the delivery of Services.

Reprosify shall not be responsible for delays, failed communications, missed notices, interrupted Services, unsuccessful billing, or other consequences resulting from inaccurate or outdated Account information.

6.4 Verification of Information

Reprosify reserves the right, at any time and in its sole discretion, to verify any information submitted during registration or throughout the Customer relationship.

Verification may include, without limitation:

Identity verification.
Business verification.
Professional license verification.
Brokerage verification.
Payment verification.
Email verification.
Telephone verification.
Address verification.
Compliance reviews.
Fraud prevention screening.
Credit verification where permitted by law.
Third-party database verification.
Government record verification.
Internal compliance reviews.

Customers agree to cooperate fully with any reasonable verification requests.

Failure or refusal to provide requested documentation may result in delayed activation, suspension, denial of enrollment, or termination of Services.

6.5 Eligibility

By registering an Account, the Customer represents and warrants that:

They possess the legal capacity to enter into binding contracts.
They are authorized to act on behalf of the business or organization identified during registration, if applicable.
They possess all licenses, registrations, certifications, or professional qualifications required to use the Services.
Their participation does not violate any law, regulation, court order, contractual obligation, brokerage policy, or licensing requirement.
They are not prohibited from conducting business with Reprosify under applicable law.

Reprosify reserves the right to determine eligibility requirements for any product or Service.

6.6 Authorized Representatives

If an Account is established on behalf of a corporation, partnership, brokerage, limited liability company, franchise, government agency, or other legal entity, the individual completing registration represents and warrants that they possess full legal authority to bind the entity to this Policy and all applicable agreements.

The registering individual may be held personally responsible for any intentional misrepresentation regarding such authority to the extent permitted by applicable law.

6.7 Account Security

Customers are solely responsible for maintaining the confidentiality and security of their Account credentials, including usernames, passwords, authentication methods, API credentials, and other access information.

Customers agree to:

Use commercially reasonable efforts to safeguard Account credentials.
Restrict access to authorized personnel only.
Notify Reprosify immediately of any suspected unauthorized access.
Immediately update compromised passwords.
Prevent unauthorized use of the Account whenever reasonably possible.

Any activity occurring under a Customer’s Account shall be presumed authorized unless the Customer promptly notifies Reprosify of unauthorized access.

6.8 Authorized Users

Certain Membership Plans or Services may permit multiple authorized users under a single Account.

The primary Account holder remains fully responsible for:

All activity occurring under the Account.
Compliance with this Policy.
Compliance by employees, contractors, assistants, team members, administrators, virtual assistants, affiliates, and authorized users.
Payment of all applicable Fees.
Any misuse of the Services by authorized users.

Removing an authorized user does not eliminate any obligations arising before such removal.

6.9 One Account Per Customer

Unless otherwise approved in writing by Reprosify, Customers shall not establish multiple Accounts for the purpose of:

Circumventing pricing.
Avoiding Fees.
Evading account restrictions.
Manipulating territories.
Receiving duplicate promotional offers.
Bypassing usage limitations.
Circumventing suspension or termination.
Avoiding payment obligations.
Misrepresenting business identity.

Reprosify reserves the right to consolidate, suspend, or terminate duplicate or fraudulent Accounts without notice.

6.10 Business Email and Communications

Customers agree to maintain a valid email address capable of receiving electronic communications from Reprosify.

Customers acknowledge that important communications, including but not limited to:

Billing notices.
Payment confirmations.
Renewal notifications.
Service updates.
Compliance requests.
Cancellation confirmations.
Policy updates.
Security alerts.
Support communications.
Legal notices.

may be delivered electronically.

Electronic delivery shall satisfy any applicable notice requirement unless otherwise required by law.

6.11 Payment Information

As part of registration, Customers may be required to provide one or more valid Payment Methods.

By providing payment information, Customers represent and warrant that:

They are authorized to use the Payment Method.
The Payment Method is accurate and current.
Sufficient funds or available credit will be maintained.
Reprosify is authorized to charge applicable Fees in accordance with this Policy and any applicable agreement.

Failure to maintain a valid Payment Method does not relieve the Customer of payment obligations.

6.12 Commencement of Services

Customers acknowledge that Reprosify may begin performing work immediately upon registration, enrollment, acceptance of an order, execution of an agreement, receipt of payment, or other activation event.

Such activities may include:

Account creation.
Internal processing.
Software provisioning.
CRM configuration.
Territory reservation.
Market assignment.
Staffing allocation.
Technical implementation.
Customer onboarding.
Administrative processing.
Compliance reviews.
System configuration.
Marketing preparation.
Lead routing preparation.
AI configuration.
Internal project planning.

These activities may occur before the Customer first logs into the Platform, accesses the software, receives a lead, answers a call, participates in onboarding, or otherwise actively uses the Services.

Accordingly, the commencement of these activities may cause certain Fees to become fully earned in accordance with this Policy and any applicable agreement.

6.13 Fraud Prevention

Reprosify reserves the right to reject, suspend, delay, investigate, or terminate any registration that appears to involve fraud, identity theft, payment fraud, false information, abuse of promotional programs, circumvention of business rules, unauthorized access, or other suspicious activity.

Reprosify may cooperate with payment processors, financial institutions, licensing authorities, law enforcement agencies, regulatory authorities, or other third parties when reasonably necessary to investigate suspected fraud or unlawful activity.

6.14 No Guarantee of Approval

Submission of an application or completion of the registration process does not guarantee acceptance into any Membership, Subscription, territory, advertising program, lead program, referral network, beta program, sponsorship opportunity, or other Service.

Reprosify reserves the right, in its sole discretion and to the extent permitted by applicable law, to approve, deny, postpone, conditionally approve, or limit any registration, enrollment, or application based on business considerations, operational capacity, eligibility requirements, compliance concerns, geographic availability, licensing requirements, payment history, prior account activity, or other legitimate business reasons.

6.15 Effect of Registration

By completing the registration process, submitting an application, accepting an agreement, clicking an electronic acceptance button, providing payment information, or otherwise requesting Services from Reprosify, the Customer acknowledges and agrees that:

They have read and understand this Policy.
They agree to comply with all applicable agreements.
They authorize Reprosify to begin providing requested Services.
They understand that billing may begin in accordance with the applicable Membership, Subscription, or Service.
They acknowledge that certain Fees may become earned immediately upon Activation.
They accept responsibility for all obligations arising under this Policy and any applicable agreement.

Registration alone does not obligate Reprosify to activate or provide any particular Service until all applicable eligibility, payment, verification, contractual, and operational requirements have been satisfied.

Chapter 7. Eligibility

7.1 Purpose

This Chapter establishes the minimum eligibility requirements for purchasing, subscribing to, enrolling in, accessing, or using any products or Services offered by Reprosify.

Eligibility requirements are intended to protect the integrity of the Reprosify Platform, ensure compliance with applicable laws and industry standards, reduce fraud, maintain service quality, and promote fair participation among all Customers.

Meeting the minimum eligibility requirements does not guarantee acceptance into any Membership, Subscription, Service, territory, referral program, advertising program, sponsorship opportunity, or other offering.

7.2 Minimum Eligibility Requirements

To be eligible to purchase or use Reprosify products or Services, a Customer must satisfy all applicable eligibility requirements established by Reprosify, including, where applicable:

Be legally capable of entering into a binding contract.
Provide complete, accurate, and truthful registration information.
Maintain a valid payment method.
Accept all applicable agreements and policies.
Meet any licensing or certification requirements applicable to the selected Service.
Successfully complete any required identity or business verification.
Comply with all applicable laws, regulations, and professional standards.
Maintain eligibility throughout the duration of the customer relationship.

Certain Services may require additional qualifications, documentation, approvals, or verification before activation.

7.3 Legal Capacity

By purchasing or using any Reprosify product or Service, the Customer represents and warrants that:

They possess full legal capacity to enter into binding agreements.
They are not prohibited by law from entering into this contractual relationship.
Their acceptance of this Policy creates legally enforceable obligations.
Their participation does not violate any applicable court order, contractual restriction, or legal obligation.

If the Customer is acting on behalf of another individual or legal entity, the Customer further represents that they possess full authority to legally bind such individual or entity.

7.4 Business Authority

If the Customer registers or purchases Services on behalf of a corporation, brokerage, partnership, limited liability company, franchise, government entity, nonprofit organization, or other legal entity, the individual completing the registration or transaction represents and warrants that they possess full authority to:

Execute agreements.
Purchase Services.
Authorize payments.
Accept billing obligations.
Accept renewals.
Request cancellations.
Bind the organization to this Policy and all applicable agreements.

Reprosify may require documentation reasonably demonstrating such authority before activating certain Services.

7.5 Professional Licensing

Certain Reprosify products or Services are intended for licensed professionals or regulated businesses.

Where applicable, the Customer represents and warrants that they:

Hold all licenses, certifications, registrations, permits, or authorizations required by applicable law.
Will maintain such credentials throughout the duration of the Services.
Will immediately notify Reprosify of any suspension, expiration, investigation, disciplinary action, revocation, or material change affecting such credentials.

Failure to maintain required licensing may result in suspension or termination of Services without relieving the Customer of payment obligations that have already accrued.

7.6 Ongoing Eligibility

Eligibility is a continuing obligation rather than a one-time requirement.

Customers agree to remain eligible throughout the entire duration of their relationship with Reprosify.

Customers shall promptly notify Reprosify of any material changes affecting eligibility, including but not limited to:

Loss of professional licensing.
Business dissolution.
Bankruptcy filings.
Regulatory investigations.
Criminal convictions affecting professional eligibility.
Brokerage affiliation changes.
Business ownership changes.
Fraud investigations.
Material changes to legal authority.
Payment restrictions.
Court orders affecting contractual authority.

Failure to maintain eligibility may result in suspension or termination of Services.

7.7 Identity Verification

Reprosify reserves the right to verify the identity of any Customer before or after activation of Services.

Verification procedures may include:

Government-issued identification.
Professional license verification.
Business registration verification.
Email verification.
Telephone verification.
Address verification.
Payment verification.
Third-party identity services.
Biometric verification where permitted by law.
Fraud prevention screening.
Public records verification.
Regulatory database verification.
Internal compliance reviews.

Customers agree to cooperate fully with all reasonable verification requests.

Failure to complete verification may delay activation, suspend Services, or result in denial of enrollment.

7.8 Financial Eligibility

Reprosify reserves the right to evaluate a Customer’s financial eligibility where reasonably necessary for the selected products or Services.

Such evaluation may include consideration of:

Payment history.
Prior account activity.
Outstanding balances.
Chargeback history.
Returned payments.
Fraud indicators.
Creditworthiness, where permitted by applicable law.
Business references.
Collection history.

Nothing in this Section obligates Reprosify to extend credit or provide Services before payment is received.

7.9 Geographic Eligibility

Certain products or Services may only be available in selected geographic markets, jurisdictions, territories, ZIP Codes, or service areas.

Availability may depend upon:

Operational capacity.
Territory availability.
Regulatory requirements.
Licensing restrictions.
Existing customer assignments.
Sponsored territories.
Staffing resources.
Technical capabilities.
Business considerations.

Reprosify reserves the right to decline enrollment where Services are unavailable.

7.10 Product-Specific Eligibility

Certain Memberships, Subscriptions, or Services may require additional eligibility criteria beyond those described in this Chapter.

Examples include:

Minimum production requirements.
Experience requirements.
Professional certifications.
Territory availability.
Sponsorship approval.
Compliance reviews.
Technical requirements.
Equipment requirements.
Software compatibility.
Training completion.
Performance standards.

Such requirements may be communicated separately for specific products or Services.

7.11 Compliance with Laws

Customers agree to use all Reprosify products and Services in compliance with all applicable:

Federal laws.
State laws.
Provincial laws.
Local ordinances.
Professional regulations.
Licensing requirements.
Consumer protection laws.
Privacy laws.
Marketing regulations.
Anti-spam laws.
Telemarketing regulations.
Real estate regulations.
Fair housing requirements.
Data protection laws.
Export control laws.
Any other applicable legal requirements.

Customers remain solely responsible for their own legal compliance.

7.12 Prohibited Customers

Without limiting any other provision of this Policy, Reprosify reserves the right to deny, suspend, or terminate eligibility for individuals or organizations that:

Provide false or misleading information.
Engage in fraudulent conduct.
Abuse promotional programs.
Attempt to circumvent Fees.
Misrepresent business qualifications.
Violate applicable agreements.
Engage in illegal activity.
Abuse the Platform.
Interfere with other Customers.
Engage in deceptive marketing practices.
Repeatedly dispute legitimate charges.
Initiate improper chargebacks.
Violate professional standards.
Present unreasonable financial or operational risk to Reprosify.

7.13 Right to Approve or Deny Applications

Reprosify reserves the sole and absolute discretion, to the extent permitted by applicable law, to approve, deny, postpone, suspend, limit, or terminate any application, registration, Membership, Subscription, territory assignment, advertising opportunity, referral participation, sponsorship, or Service.

Such decisions may be based upon business judgment, operational capacity, compliance concerns, fraud prevention, geographic availability, payment history, prior customer conduct, eligibility requirements, risk management considerations, or any other legitimate business reason.

Except where prohibited by law, Reprosify is under no obligation to disclose the reasons for any approval or denial decision.

7.14 No Guarantee of Acceptance

Submission of an application, execution of an agreement, completion of registration, payment of Fees, or acceptance of this Policy does not guarantee approval or activation of any product or Service.

Activation remains subject to:

Verification.
Eligibility review.
Payment confirmation.
Operational capacity.
Territory availability.
Completion of onboarding.
Execution of applicable agreements.
Internal approval procedures.

Until activation occurs, Reprosify reserves the right to decline enrollment in accordance with applicable law and any executed agreements.

7.15 Continuing Representations and Warranties

Each time the Customer accesses the Platform, renews a Membership, purchases additional Services, modifies an Account, or continues using Reprosify products or Services, the Customer is deemed to reaffirm all representations, warranties, and eligibility certifications contained in this Chapter.

If any representation becomes inaccurate or misleading, the Customer shall promptly notify Reprosify in writing.

Failure to do so may constitute a material breach of this Policy and any applicable agreements.

7.16 Effect of Ineligibility

If a Customer becomes ineligible before or after activation of Services, Reprosify may, in its sole discretion and to the extent permitted by applicable law:

Decline enrollment.
Delay activation.
Suspend Services.
Restrict Account access.
Reassign territories.
Cancel pending applications.
Refuse future renewals.
Terminate the customer relationship.
Pursue any remedies available under applicable agreements.

Any suspension or termination resulting from ineligibility shall not affect the Customer’s obligation to pay any Fees, charges, referral obligations, Closing Fees, or other amounts that became due or were earned before the effective date of such suspension or termination.

7.17 Reservation of Rights

Nothing contained in this Chapter shall be interpreted as creating a right to receive any particular product, Service, Membership, Subscription, territory, feature, or business opportunity.

Reprosify expressly reserves all rights to establish, modify, expand, reduce, or waive eligibility requirements for any current or future products or Services whenever reasonably necessary for operational, legal, regulatory, or business purposes, provided such actions are consistent with applicable law and any executed agreements.

Chapter 8. Acceptance of Terms

8.1 Acceptance of this Policy

This Universal Billing, Payment, Renewal, Refund & Cancellation Policy (“Policy”) constitutes a legally binding agreement between Reprosify and the Customer governing the billing, payment, renewal, refund, cancellation, suspension, and termination of all products and Services offered by Reprosify.

By registering an Account, purchasing or subscribing to any product or Service, executing any agreement, making any payment, accessing the Platform, using any Service, or otherwise engaging in business with Reprosify, the Customer acknowledges that they have read, understood, and agreed to be legally bound by this Policy, together with all other applicable agreements incorporated herein by reference.

The Customer further acknowledges that acceptance of this Policy is a condition of purchasing, accessing, or continuing to use Reprosify’s products and Services.

8.2 Methods of Acceptance

Acceptance of this Policy may occur through any legally recognized method, including, without limitation:

Executing a written agreement.
Executing an electronic agreement.
Providing an electronic signature.
Clicking an “I Agree,” “Accept,” “Submit,” or similar acknowledgment.
Completing an online registration.
Creating an Account.
Purchasing a Membership.
Purchasing a Subscription.
Paying an invoice.
Authorizing a payment.
Providing payment information.
Activating a Service.
Accessing the Platform.
Logging into an Account.
Requesting implementation or onboarding.
Accepting a proposal or quotation.
Signing an order form.
Executing a statement of work.
Requesting technical implementation.
Participating in onboarding.
Continuing to use any Reprosify product or Service after notice of this Policy or any updates thereto.
Any other conduct reasonably demonstrating acceptance of this Policy.

No handwritten signature shall be required unless expressly required by applicable law or a separate written agreement.

8.3 Electronic Transactions

To the fullest extent permitted by applicable law, the Customer agrees that electronic records, electronic signatures, electronic acknowledgments, electronic communications, click-through agreements, online acceptances, email confirmations, digital authorizations, and similar electronic actions shall have the same legal force and effect as handwritten signatures and paper agreements.

The Customer agrees that Reprosify may rely upon such electronic actions as conclusive evidence of the Customer’s intent to enter into legally binding agreements.

8.4 Authority to Accept

By accepting this Policy, the individual doing so represents and warrants that they possess full legal authority to bind themselves or, where applicable, the organization, brokerage, company, partnership, corporation, limited liability company, government entity, nonprofit organization, or other legal entity on whose behalf they are acting.

If the individual lacks such authority, they shall be solely responsible for any resulting damages, losses, liabilities, costs, or expenses incurred by Reprosify arising from such unauthorized acceptance, to the extent permitted by applicable law.

Reprosify reserves the right to request documentation reasonably demonstrating such authority at any time.

8.5 Customer Representations and Warranties

By accepting this Policy, the Customer represents and warrants that:

All information provided to Reprosify is true, accurate, complete, and current.
The Customer has carefully reviewed this Policy before accepting it.
The Customer understands the financial obligations associated with the selected products or Services.
The Customer has had a reasonable opportunity to ask questions before enrolling.
The Customer possesses the legal capacity to enter into binding agreements.
The Customer’s acceptance does not violate any applicable law, regulation, contractual obligation, or court order.
The Customer will comply with all applicable agreements throughout the duration of the customer relationship.

These representations shall be deemed reaffirmed each time the Customer renews a Membership, purchases additional Services, updates an Account, or continues using the Platform.

8.6 Incorporation of Related Agreements

This Policy forms an integral part of the contractual relationship between Reprosify and the Customer.

Depending upon the products or Services selected, the Customer may also be required to accept one or more additional agreements, including but not limited to:

Membership Agreements.
Subscription Agreements.
Service Agreements.
Referral Agreements.
Sponsorship Agreements.
Enterprise Agreements.
Software License Agreements.
Professional Services Agreements.
Statements of Work.
Order Forms.
Pricing Schedules.
Terms of Service.
Privacy Policies.
Acceptable Use Policies.
Product-Specific Terms.
Promotional Terms.
Addenda.
Amendments.
Invoices.
Proposals.
Any successor agreements.

Each applicable agreement shall be interpreted together with this Policy whenever reasonably possible.

8.7 Continued Use Constitutes Acceptance

The Customer acknowledges and agrees that continued access to or use of any Reprosify product or Service after:

Registration.
Activation.
Renewal.
Modification of Services.
Publication of an updated Policy.
Receipt of notice regarding revised terms.
Continued billing.
Continued receipt of Services.

constitutes ongoing acceptance of this Policy as then in effect.

If the Customer does not agree with any provision of this Policy or any future revisions, the Customer’s sole remedy is to discontinue purchasing or renewing Services and to cancel any applicable Membership or Subscription in accordance with this Policy and the applicable agreements.

8.8 No Defense Based on Failure to Read

The Customer acknowledges that they have had a reasonable opportunity to review this Policy before accepting it.

Failure to read, review, understand, print, download, retain, or otherwise familiarize oneself with this Policy shall not relieve the Customer of any obligation arising under this Policy or any related agreement.

The Customer expressly waives any claim that this Policy is unenforceable solely because it was accepted electronically, incorporated by reference, or not physically signed.

8.9 Language and Interpretation

The Customer acknowledges that this Policy has been presented in clear language intended to explain the parties’ respective rights and obligations.

If the Customer does not understand any provision of this Policy, the Customer is encouraged to contact Reprosify before purchasing, renewing, activating, or continuing any Service.

Proceeding with enrollment, payment, activation, or continued use after having the opportunity to seek clarification constitutes acceptance of the Policy as written.

8.10 Modifications to this Policy

Reprosify reserves the right to amend, revise, supplement, or replace this Policy from time to time in accordance with applicable law.

Unless otherwise required by law or expressly stated in this Policy, revised versions shall become effective upon publication on the Reprosify website or other official communication channels.

Where required by applicable law or where changes materially affect billing practices, financial obligations, or renewal terms, Reprosify may provide additional notice through email, the Customer’s Account, invoices, or other reasonable communication methods.

Continued use of any Reprosify product or Service after the effective date of a revised Policy constitutes acceptance of the updated terms.

8.11 Severability of Acceptance

If any method of acceptance described in this Chapter is determined by a court or other competent authority to be invalid or unenforceable, all remaining methods of acceptance shall remain valid and enforceable to the fullest extent permitted by applicable law.

The invalidity of one method of acceptance shall not affect the enforceability of this Policy or any other agreement between the parties.

8.12 Entire Acceptance

The Customer acknowledges that acceptance of this Policy is voluntary and informed, and that no oral statements, marketing materials, advertisements, sales presentations, demonstrations, estimates, forecasts, or informal communications shall modify or supersede the terms of this Policy unless expressly incorporated into a written agreement executed by an authorized representative of Reprosify.

By accepting this Policy, the Customer confirms their intent to enter into a legally binding contractual relationship with Reprosify and agrees to perform all obligations arising under this Policy and any applicable agreements throughout the duration of the customer relationship.

Chapter 9. Service Activation

9.1 Purpose

This Chapter establishes when Reprosify’s products and Services are deemed activated, when Reprosify’s performance obligations commence, and when applicable Fees become earned in accordance with this Policy and any applicable agreement.

Customers acknowledge that many Reprosify products and Services require substantial planning, technology deployment, software provisioning, personnel allocation, operational preparation, and administrative work before the Customer actively uses the Services. Accordingly, Service Activation is based upon Reprosify’s commencement of work and operational readiness rather than the Customer’s level of participation or actual use.

9.2 Activation of Services

Unless otherwise provided in a separately executed written agreement, Service Activation shall occur upon the earliest of any of the following events:

Acceptance of the Customer’s application.
Creation of the Customer’s Account.
Acceptance of this Policy or any applicable agreement.
Receipt of the Customer’s initial payment.
Approval of a Membership or Subscription.
Assignment of a territory or service area.
Reservation of geographic exclusivity.
Initiation of onboarding.
Provisioning of software or technology resources.
Configuration of customer-specific settings.
Assignment of internal personnel.
Commencement of implementation activities.
Activation of CRM, software, or platform access.
Deployment of marketing resources.
Configuration of lead routing.
Scheduling of onboarding sessions.
Initiation of any work performed specifically for the Customer.
Any other action demonstrating that Reprosify has commenced performance under the applicable agreement.

Service Activation may occur automatically without additional notice to the Customer.

9.3 Commencement of Performance

The Customer acknowledges that Reprosify may begin performing Services immediately following Service Activation.

Performance may include internal activities that are not visible to the Customer, including but not limited to:

Account creation.
Customer verification.
Internal compliance reviews.
Billing setup.
Payment processing.
Subscription provisioning.
CRM configuration.
Software licensing.
User provisioning.
Dashboard creation.
Platform configuration.
AI model configuration.
Communication system setup.
Campaign preparation.
Lead routing configuration.
Territory reservation.
Geographic market assignment.
Resource allocation.
Staffing assignments.
Virtual assistant assignment.
Customer success planning.
Administrative processing.
Internal project management.
Data synchronization.
Integration preparation.
Quality assurance testing.
Reporting configuration.
Security configuration.
Documentation preparation.
Operational planning.
Technical implementation.
Any other work reasonably necessary to prepare or deliver the purchased Services.

The Customer acknowledges that many of these activities occur before the Customer receives visible access to the Services.

9.4 Activation Does Not Require Customer Usage

Service Activation shall not depend upon whether the Customer:

Logs into the Platform.
Uses the software.
Completes onboarding.
Responds to communications.
Answers telephone calls.
Accepts leads.
Receives appointments.
Activates optional features.
Uploads content.
Completes account configuration.
Uses available functionality.
Generates revenue.
Achieves business results.
Downloads reports.
Requests technical assistance.
Participates in training.

Reprosify’s performance obligations may begin before any such activities occur.

The Customer agrees that failure to actively use the Services shall not delay Activation, suspend billing, create refund rights, or otherwise affect financial obligations arising under this Policy.

9.5 Customer Delays

Customers are responsible for timely cooperation throughout the implementation and onboarding process.

Customer responsibilities may include providing:

Requested documentation.
Licensing information.
Business information.
Payment information.
Branding materials.
Marketing assets.
MLS credentials.
CRM credentials.
Domain access.
Email access.
Telephone numbers.
API credentials.
Third-party authorizations.
Technical approvals.
Required signatures.
Requested content.
Other information reasonably necessary to provide the Services.

Failure or delay by the Customer in providing required information shall not postpone Service Activation unless expressly agreed in writing by Reprosify.

Billing obligations shall continue regardless of Customer-caused delays.

9.6 Activation of Membership Benefits

Membership benefits may become available immediately upon Activation or may be introduced in stages depending upon the nature of the selected Membership Plan.

Benefits may include:

Platform access.
Software licenses.
Lead eligibility.
Territory reservation.
Referral network participation.
Customer support.
Marketing resources.
AI tools.
Reporting systems.
Premium features.
Educational resources.
Business tools.
Future Membership benefits.

Availability of individual features may depend upon successful completion of onboarding, technical implementation, regulatory requirements, or operational readiness.

9.7 Territory Reservation

Where a Membership or Service includes geographic exclusivity, ZIP Code reservations, sponsored markets, or other territory-based benefits, the applicable territory may be reserved upon Service Activation.

Territory reservation may occur before the Customer receives any leads, marketing activity, software access, or other visible Services.

The reservation of a territory constitutes valuable consideration provided by Reprosify and may result in applicable Fees becoming fully earned under this Policy.

Unless otherwise agreed in writing, Customers acquire no ownership interest in any territory, geographic market, ZIP Code, advertising area, or service region.

9.8 Activation of Subscription Services

Subscription-based Services shall be deemed activated when Reprosify makes the subscribed Services available to the Customer, regardless of whether the Customer immediately accesses or utilizes those Services.

Availability may include:

Account provisioning.
User credential creation.
Software deployment.
Platform readiness.
Administrative activation.
Technical enablement.
License assignment.
Feature availability.

The Customer’s failure to access available Services shall not postpone the Subscription commencement date or Billing Cycle.

9.9 Activation of Professional Services

Professional Services may commence upon assignment of personnel, scheduling of resources, initiation of planning activities, internal project setup, or any other preparatory work performed on behalf of the Customer.

Professional Services need not involve direct interaction with the Customer in order to be considered commenced.

9.10 Partial Activation

Certain products or Services may be activated in phases.

Examples include:

Initial account setup.
Technical implementation.
Platform configuration.
Territory assignment.
Software deployment.
Marketing preparation.
Customer onboarding.
Feature activation.
Advanced integrations.
Ongoing optimization.

Partial completion of these activities shall not delay the overall Activation Date unless expressly provided in writing.

9.11 Delayed Customer Participation

If the Customer elects to postpone onboarding, delay implementation, defer training, suspend participation, or otherwise delay utilization of the Services after Activation, Reprosify may continue to perform administrative, operational, technical, and contractual obligations in accordance with the applicable agreement.

Such Customer-elected delays shall not:

Delay Activation.
Suspend billing.
Extend Subscription terms.
Extend Membership periods.
Create refund rights.
Reduce Fees.
Waive renewal obligations.
Alter the applicable Billing Cycle.

9.12 Activation of Future Services

As Reprosify develops additional technologies, products, Memberships, software platforms, artificial intelligence tools, digital offerings, consulting services, professional services, enterprise solutions, or other business offerings, Service Activation shall occur upon Reprosify’s commencement of the operational activities reasonably necessary to provide the applicable Service, unless otherwise stated in a separate written agreement.

Accordingly, this Chapter applies equally to all current and future products and Services regardless of their specific business model or delivery method.

9.13 Effect of Service Activation

Upon Service Activation:

The Customer’s applicable Membership or Subscription term shall commence unless otherwise stated in writing.
Applicable Billing Cycles may begin.
Reprosify may begin performing contractual obligations.
Applicable Fees may become fully earned in accordance with this Policy and any applicable agreement.
Territory reservations, where applicable, may become effective.
Operational resources may be allocated.
Customer support resources may be assigned.
Applicable cancellation provisions shall thereafter govern any request to discontinue Services.

Service Activation represents the commencement of the contractual relationship for operational purposes and shall not be affected by the Customer’s subsequent level of participation, utilization, satisfaction, or business results.

9.14 No Waiver

Any delay by Reprosify in activating a Service, enforcing its rights, collecting Fees, or requiring Customer participation shall not constitute a waiver of any rights or remedies available under this Policy, any applicable agreement, or applicable law.

Reprosify reserves all rights to administer Service Activation in a commercially reasonable manner while maintaining operational flexibility necessary to support current and future products and Services.

Chapter 10. Commencement of Services

10.1 Purpose

This Chapter establishes when Reprosify’s contractual performance begins following Service Activation and clarifies the commencement of Services for purposes of billing, payment obligations, renewals, refunds, cancellations, and contractual performance.

Customers acknowledge that many Reprosify products and Services require extensive operational preparation, technical implementation, staffing, planning, software provisioning, market allocation, infrastructure deployment, and administrative work before any visible deliverables are presented to the Customer.

Accordingly, the commencement of Services shall be determined by Reprosify’s initiation of work and performance obligations, rather than by the Customer’s level of participation, usage, perceived benefit, or receipt of business results.

10.2 Commencement of Services

Unless otherwise expressly stated in a separately executed written agreement, Reprosify shall be deemed to have commenced providing Services upon the earliest occurrence of any of the following:

Acceptance of the Customer’s enrollment.
Execution of an applicable agreement.
Acceptance of this Policy.
Processing of the Customer’s initial payment.
Activation of the Customer’s Account.
Assignment of internal personnel.
Allocation of operational resources.
Reservation of a geographic territory.
Reservation of advertising inventory.
Reservation of platform capacity.
Creation of software environments.
Activation of licenses.
Initiation of onboarding.
Scheduling of implementation activities.
Commencement of technical configuration.
Commencement of administrative processing.
Assignment of customer success personnel.
Assignment of project managers.
Preparation of marketing campaigns.
Configuration of lead routing.
Preparation of customer-specific deliverables.
Initiation of any internal or external activity reasonably necessary to fulfill the purchased Services.

The commencement of any one of the foregoing activities shall constitute the commencement of Services under this Policy.

10.3 Internal Performance Constitutes Services

The Customer acknowledges that many Services provided by Reprosify occur internally and may not be immediately visible.

Services may include internal work such as:

Reviewing customer information.
Compliance verification.
Technical planning.
Internal meetings.
Account provisioning.
CRM configuration.
Software deployment.
Platform configuration.
AI configuration.
System integration.
Workflow creation.
Quality assurance testing.
Territory mapping.
Resource scheduling.
Staff assignments.
Administrative processing.
Customer file creation.
Lead distribution preparation.
Reporting configuration.
Security implementation.
Operational planning.
Vendor coordination.
Third-party integrations.
Project management.
Infrastructure allocation.
Internal communications.
Documentation.
Any other activities reasonably necessary to prepare, implement, maintain, or deliver the Services.

The Customer agrees that these activities constitute valuable Services regardless of whether they are directly observable.

10.4 Customer Access Is Not Required

The commencement of Services shall not depend upon whether the Customer:

Logs into an Account.
Activates software.
Completes onboarding.
Responds to emails.
Answers telephone calls.
Participates in training.
Requests technical assistance.
Uploads content.
Configures settings.
Receives leads.
Accepts appointments.
Utilizes available features.
Generates revenue.
Achieves business objectives.
Uses the Platform.

Reprosify’s commencement of Services shall remain effective regardless of the Customer’s participation or utilization.

10.5 Commencement of Professional Services

Professional Services may begin before any direct communication occurs between Reprosify and the Customer.

Professional Services may commence upon:

Internal planning.
Personnel assignment.
Scheduling.
Project creation.
Technical preparation.
Administrative review.
Resource allocation.
Internal consultation.
Research.
Documentation.
Configuration.
Workflow development.
Other preparatory activities reasonably undertaken to provide the purchased Services.

10.6 Commencement of Software Services

Software and technology Services shall be deemed commenced when Reprosify makes the applicable software environment, platform, infrastructure, licenses, systems, or technology resources available or begins preparing them for Customer use.

Actual login by the Customer is not required.

10.7 Commencement of Membership Benefits

Membership benefits may commence immediately upon enrollment or become available over time depending upon the Membership Plan selected.

Commencement of Membership benefits may include:

Reservation of territories.
Assignment of account resources.
Eligibility for referral programs.
Access to software.
Access to support.
Administrative setup.
Priority placement.
Platform eligibility.
Marketing eligibility.
Future Membership benefits.

Certain Membership benefits may require completion of additional onboarding steps without delaying the commencement of the Membership itself.

10.8 Customer Delays Do Not Delay Services

If the Customer delays implementation by:

Failing to respond.
Missing scheduled meetings.
Failing to complete onboarding.
Failing to submit requested information.
Failing to provide credentials.
Failing to provide approvals.
Failing to participate in implementation.
Electing to postpone activation activities.

Reprosify may nevertheless continue performing contractual obligations and administrative work.

Customer-caused delays shall not:

Delay commencement of Services.
Delay billing.
Extend Membership periods.
Extend Subscription terms.
Suspend Renewal Dates.
Create refund rights.
Reduce Fees.
Excuse payment obligations.

10.9 Customer Satisfaction Not Required

The commencement of Services is independent of Customer satisfaction.

The Customer acknowledges that subjective opinions regarding:

Business performance.
Revenue generation.
Lead quality.
Lead quantity.
Conversion rates.
Marketing performance.
Software preferences.
User experience.
Business growth.
Return on investment.

shall not determine whether Services have commenced.

10.10 Services Continue During Temporary Interruptions

Temporary interruptions resulting from:

Maintenance.
Software updates.
System upgrades.
Third-party outages.
Regulatory changes.
Internet disruptions.
Telecommunications failures.
Customer equipment failures.
Security measures.
Operational improvements.

shall not be deemed a failure to commence or continue Services.

Reasonable maintenance and operational interruptions are inherent to technology-based Services.

10.11 Future Services

This Chapter applies equally to all current and future Reprosify offerings, including products and Services that may not yet exist on the Effective Date of this Policy.

Whenever Reprosify undertakes operational activities reasonably necessary to prepare, configure, implement, administer, or deliver a product or Service, such activities shall constitute commencement of Services unless expressly stated otherwise in a separately executed written agreement.

10.12 Commencement Does Not Require Completion

Customers acknowledge that the commencement of Services is distinct from completion of Services.

The fact that implementation, onboarding, software configuration, marketing campaigns, technical integrations, professional consulting, or other Services continue over time shall not delay the legal commencement of Services.

Many Services are ongoing in nature and continue throughout the applicable Membership or Subscription term.

10.13 Effect of Commencement

Upon commencement of Services:

Reprosify shall be deemed to have begun performance under the applicable agreement.
Applicable Fees may become earned in accordance with this Policy and the applicable agreement.
Billing obligations may commence.
Membership and Subscription terms may begin.
Renewal provisions may become applicable.
Cancellation requests shall thereafter be governed by this Policy.
Customer obligations become fully enforceable.
Reprosify may continue performing all Services contemplated by the applicable agreement.

The commencement of Services shall not be invalidated or postponed by the Customer’s subsequent failure to participate, utilize, or benefit from the Services.

10.14 Reservation of Rights

Nothing contained in this Chapter shall be interpreted to limit Reprosify’s right to determine the sequence, timing, methodology, personnel, technology, infrastructure, or operational processes used to commence and deliver its Services.

Reprosify reserves the right to perform Services in the manner it reasonably determines to be operationally efficient, commercially reasonable, and consistent with the applicable agreement, provided such performance complies with applicable law.

Chapter 11. Membership Plans

11.1 Purpose

This Chapter establishes the terms governing Membership Plans offered by Reprosify. Membership Plans provide Customers with access to selected products, Services, software, technology platforms, business tools, territories, marketing resources, support, networking opportunities, exclusive benefits, and other offerings made available by Reprosify.

Because Reprosify continuously develops new products, technologies, pricing models, and membership offerings, this Chapter has been intentionally drafted to apply to all current and future Membership Plans unless expressly stated otherwise in a written agreement executed by an authorized representative of Reprosify.

11.2 Membership Enrollment

Customers may enroll in one or more Membership Plans offered by Reprosify, subject to eligibility requirements, operational availability, geographic availability, payment of applicable Fees, acceptance of this Policy, and execution of any required agreements.

Enrollment does not guarantee acceptance into a particular Membership Plan.

Reprosify reserves the right, in its sole discretion and to the extent permitted by applicable law, to approve, decline, postpone, suspend, or terminate enrollment requests based upon business considerations, operational capacity, eligibility requirements, compliance concerns, fraud prevention, geographic availability, prior account history, or any other legitimate business reason.

11.3 Membership Plans

Reprosify may offer a variety of Membership Plans designed to meet different customer needs, business objectives, service levels, and pricing structures.

Membership Plans may include, without limitation:

Individual Memberships.
Professional Memberships.
Premium Memberships.
Brokerage Memberships.
Team Memberships.
Enterprise Memberships.
Franchise Memberships.
Referral Network Memberships.
Geographic Memberships.
Territory-Based Memberships.
Sponsored Memberships.
Advertising Memberships.
Software Memberships.
AI Memberships.
CRM Memberships.
Data Memberships.
Marketing Memberships.
Concierge Memberships.
White Label Memberships.
Pilot Program Memberships.
Founding Member Programs.
Beta Programs.
Invitation-Only Programs.
Legacy Memberships.
Promotional Memberships.
Custom Membership Plans.
Future Membership offerings introduced by Reprosify.

Membership names, features, pricing, included Services, benefits, and eligibility requirements may change from time to time.

11.4 Membership Benefits

Each Membership Plan may include different combinations of benefits depending upon the applicable pricing tier, service level, geographic availability, operational capacity, promotional offering, or negotiated agreement.

Membership benefits may include, without limitation:

Platform access.
CRM access.
Software licenses.
AI tools.
Lead generation.
Referral opportunities.
Lead routing.
Appointment services.
Live transfer eligibility.
Marketing resources.
Advertising opportunities.
Territory reservation.
ZIP Code assignments.
Geographic exclusivity.
Customer support.
Technical support.
Virtual assistant services.
Training resources.
Educational materials.
Business tools.
Analytics.
Reporting.
Marketplace participation.
Premium listings.
Featured placement.
Networking opportunities.
Enterprise resources.
Future Membership benefits.

The specific benefits available under any Membership Plan shall be determined by the Membership description applicable at the time of enrollment or as otherwise provided in an applicable written agreement.

11.5 Membership Term

Unless otherwise specified in an applicable agreement, each Membership shall begin on the applicable Activation Date and continue for the Membership term selected during enrollment.

Membership terms may include:

Monthly terms.
Quarterly terms.
Semi-annual terms.
Annual terms.
Multi-year terms.
Promotional terms.
Enterprise terms.
Custom contract terms.
Any other term established by Reprosify.

Membership terms are independent of the Customer’s level of participation or utilization.

11.6 Membership Activation

Memberships become active upon Service Activation as described elsewhere in this Policy.

Activation may occur before the Customer:

Logs into the Platform.
Completes onboarding.
Uses the software.
Receives any leads.
Participates in training.
Utilizes available Membership benefits.

Membership activation shall not depend upon Customer usage.

11.7 Membership Fees

Each Membership Plan requires payment of the applicable Membership Fee in effect at the time of enrollment unless otherwise stated in a separately executed written agreement.

Membership Fees may vary based upon:

Membership level.
Service package.
Promotional pricing.
Geographic market.
Enterprise agreements.
Negotiated pricing.
Legacy pricing.
Pilot programs.
Custom arrangements.
Future pricing schedules adopted by Reprosify.

Unless expressly provided otherwise in writing, Membership Fees are charged independently of transaction volume, lead volume, Customer usage, business performance, or financial results.

11.8 Membership Benefits Are Not Guaranteed

Membership grants eligibility to access the products, Services, benefits, and resources included within the selected Membership Plan.

Except where expressly stated in a written agreement, Membership does not guarantee:

A minimum number of leads.
Listings.
Appointments.
Live transfers.
Referral opportunities.
Transactions.
Commissions.
Revenue.
Business growth.
Return on investment.
Geographic exclusivity.
Territory availability.
Advertising performance.
Marketing performance.
Software uptime beyond applicable service commitments.
Customer acquisition.
Business success.
Any specific business outcome.

Business performance depends upon numerous factors beyond Reprosify’s reasonable control.

11.9 Membership Benefits May Change

To improve products and respond to changing technology, customer needs, regulatory requirements, market conditions, or operational considerations, Reprosify reserves the right to:

Add benefits.
Remove benefits.
Modify features.
Improve functionality.
Replace technologies.
Introduce new tools.
Retire existing features.
Reconfigure Membership Plans.
Consolidate Membership offerings.
Separate bundled services.
Modify support levels.
Modify included resources.
Introduce premium features.
Introduce optional upgrades.

Such changes shall not automatically entitle the Customer to cancellation, refunds, or credits except where expressly required by applicable law or a separately executed written agreement.

11.10 Upgrades

Customers may request to upgrade their Membership Plan at any time, subject to availability and approval by Reprosify.

Upon upgrade:

Additional Fees may become immediately due.
New pricing may apply.
Additional Services may become available.
A new Membership term may commence where specified.
Billing may be adjusted on a prorated or non-prorated basis as determined by Reprosify or the applicable agreement.

The specific financial treatment of upgrades shall be communicated at the time of upgrade.

11.11 Downgrades

Customers may request to downgrade their Membership Plan where such option is offered by Reprosify.

Downgrades:

May become effective immediately or upon renewal.
May result in loss of benefits.
May result in loss of territories.
May result in reduced support levels.
May remove access to premium features.
Shall not create entitlement to refunds unless expressly required by applicable law.

Reprosify reserves the right to establish eligibility requirements for downgrades.

11.12 Multiple Memberships

Customers may maintain more than one Membership Plan where permitted by Reprosify.

Each Membership shall be administered independently unless otherwise stated in writing.

Separate Memberships may have separate:

Billing Cycles.
Renewal Dates.
Fees.
Benefits.
Territories.
Agreements.
Cancellation requirements.
Service levels.

11.13 Promotional Memberships

Reprosify may offer promotional Membership Plans, discounted pricing, introductory offers, trial programs, founding member programs, beta programs, referral incentives, or limited-time Membership opportunities.

Unless expressly stated otherwise:

Promotional pricing applies only for the stated promotional period.
Standard pricing applies thereafter.
Promotional benefits may differ from standard Memberships.
Promotional offers may be modified or withdrawn at any time before enrollment.
Promotional Memberships remain subject to this Policy.

11.14 Transferability

Memberships are personal to the enrolled Customer unless expressly authorized in writing by Reprosify.

Customers shall not sell, assign, sublicense, transfer, lease, share, or otherwise dispose of Membership rights without Reprosify’s prior written consent.

Unauthorized transfers constitute a material breach of this Policy.

11.15 Membership Suspension

Reprosify may suspend Membership benefits, in whole or in part, for reasons including:

Non-payment.
Fraud prevention.
Chargebacks.
Violation of agreements.
Regulatory requirements.
Security concerns.
Operational needs.
Investigation of misconduct.
Abuse of the Platform.
Failure to maintain eligibility.

Suspension shall not automatically extend the Membership term or relieve the Customer of payment obligations unless expressly agreed in writing.

11.16 Membership Cancellation and Termination

Memberships may be cancelled or terminated only in accordance with this Policy and any applicable agreements.

Cancellation of a Membership:

Does not automatically terminate other Services.
Does not release previously accrued payment obligations.
Does not affect obligations intended to survive termination.
Does not create refund rights unless expressly provided by this Policy or required by applicable law.

Additional cancellation procedures are set forth elsewhere in this Policy.

11.17 Future Membership Plans

Reprosify reserves the unrestricted right to introduce new Membership Plans, pricing models, service tiers, enterprise offerings, bundled products, promotional programs, geographic offerings, subscription models, and business solutions at any time.

Unless expressly excluded in writing, all future Membership Plans shall automatically become subject to this Policy.

The introduction of new Membership Plans shall not require amendment of this Policy for its provisions to remain applicable.

11.18 Reservation of Rights

Nothing contained in this Chapter shall obligate Reprosify to continue offering any particular Membership Plan, pricing structure, territory, benefit, feature, technology, support level, promotional offer, or service package.

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, consolidate, expand, reduce, suspend, discontinue, replace, or redesign Membership Plans whenever reasonably necessary for operational, technological, regulatory, or business purposes.

Any such changes shall be implemented in accordance with applicable law and any contractual commitments expressly undertaken by Reprosify.

Chapter 12. Subscription Plans

12.1 Purpose

This Chapter establishes the terms governing all Subscription Plans offered by Reprosify.

Subscription Plans provide Customers with recurring access to software, technology platforms, digital products, professional services, premium features, business resources, support services, artificial intelligence tools, marketing solutions, lead generation services, data services, and other offerings in exchange for recurring or periodic Subscription Fees.

Because Reprosify continually develops new technologies, services, software, and business solutions, this Chapter has been intentionally drafted to apply to all current and future Subscription Plans unless a separate written agreement expressly provides otherwise.

12.2 Subscription Enrollment

Customers may enroll in one or more Subscription Plans offered by Reprosify, subject to eligibility requirements, operational availability, payment of applicable Fees, acceptance of this Policy, and execution of any required agreements.

Enrollment may occur through:

Online registration.
Self-service purchasing.
Sales representatives.
Enterprise agreements.
Order forms.
Written proposals.
Subscription agreements.
Membership agreements.
Renewal of existing services.
Promotional offers.
Any other enrollment process approved by Reprosify.

Submission of a subscription request does not guarantee acceptance.

Reprosify reserves the right to approve, reject, suspend, postpone, or terminate any Subscription Plan request for legitimate business, operational, legal, technical, financial, compliance, or fraud prevention reasons.

12.3 Types of Subscription Plans

Reprosify may offer Subscription Plans in various formats, including but not limited to:

Monthly subscriptions.
Quarterly subscriptions.
Semi-annual subscriptions.
Annual subscriptions.
Multi-year subscriptions.
Usage-based subscriptions.
Consumption-based subscriptions.
Transaction-based subscriptions.
Seat-based subscriptions.
Enterprise subscriptions.
Team subscriptions.
Brokerage subscriptions.
Franchise subscriptions.
API subscriptions.
AI subscriptions.
CRM subscriptions.
Marketing subscriptions.
Software subscriptions.
Data subscriptions.
White-label subscriptions.
Premium feature subscriptions.
Add-on subscriptions.
Promotional subscriptions.
Beta subscriptions.
Pilot subscriptions.
Legacy subscriptions.
Custom subscriptions.
Future subscription offerings.

The availability, pricing, duration, and included features of each Subscription Plan may vary.

12.4 Subscription Benefits

Each Subscription Plan may include different products, features, tools, support levels, technologies, or operational resources.

Subscription benefits may include, without limitation:

Platform access.
CRM functionality.
Artificial intelligence tools.
Lead management.
Marketing automation.
Communication systems.
Reporting dashboards.
Analytics.
Data access.
API access.
Software updates.
Customer support.
Technical support.
Virtual assistant services.
Professional consulting.
Training resources.
Premium features.
Enterprise functionality.
Future subscription benefits.

The specific benefits available under a Subscription Plan shall be determined by the applicable product description, order form, pricing schedule, or written agreement.

12.5 Subscription Term

Each Subscription Plan shall begin on the applicable Activation Date unless otherwise stated in writing.

Subscription terms may be:

Monthly.
Quarterly.
Semi-annually.
Annually.
Multi-year.
Usage-based.
Transaction-based.
Project-based.
Enterprise-specific.
Custom negotiated.

Subscription terms continue until cancelled or terminated in accordance with this Policy and any applicable agreements.

12.6 Subscription Activation

Subscription Services become active upon Service Activation as described elsewhere in this Policy.

Activation may occur before the Customer:

Logs into the Platform.
Uses the software.
Configures the Account.
Completes onboarding.
Utilizes any available features.
Receives any business benefit.

Customer inactivity does not delay Subscription commencement.

12.7 Automatic Renewal

Unless otherwise expressly stated in writing or prohibited by applicable law, every Subscription Plan shall automatically renew for successive Billing Cycles upon expiration of the current Subscription Term.

Automatic renewal occurs using the Payment Method on file.

By enrolling in a Subscription Plan, the Customer authorizes Reprosify to charge all applicable Subscription Fees, taxes, and authorized charges associated with each Renewal Term until the Subscription is properly cancelled in accordance with this Policy.

12.8 Subscription Fees

Subscription Fees are established according to the pricing applicable at the time of enrollment, renewal, upgrade, downgrade, or modification.

Subscription pricing may vary based upon:

Plan level.
Features.
Number of users.
Usage.
Geographic market.
Promotional pricing.
Enterprise agreements.
Custom pricing.
Legacy pricing.
Contract duration.
Volume commitments.
Future pricing schedules.

Unless otherwise agreed in writing, Subscription Fees are independent of Customer usage, business performance, revenue generation, or Customer satisfaction.

12.9 Changes to Subscription Plans

Reprosify reserves the right to modify Subscription Plans from time to time, including:

Adding features.
Removing features.
Replacing technology.
Enhancing functionality.
Modifying support levels.
Changing usage limits.
Introducing optional services.
Consolidating products.
Separating bundled features.
Modernizing software.
Improving infrastructure.
Retiring obsolete functionality.

Such modifications shall not automatically entitle Customers to refunds, credits, or cancellation except as required by applicable law or expressly provided in a written agreement.

12.10 Subscription Upgrades

Customers may request upgrades to higher Subscription Plans where available.

Upon approval of an upgrade:

Additional Subscription Fees may become immediately due.
New pricing may apply.
Additional features may become available.
Billing schedules may be adjusted.
Subscription terms may restart where specified.
Promotional pricing may terminate.

The financial treatment of upgrades shall be communicated at the time of upgrade.

12.11 Subscription Downgrades

Where permitted by Reprosify, Customers may request downgrades to lower Subscription Plans.

Downgrades may:

Become effective immediately.
Become effective upon renewal.
Result in reduced functionality.
Reduce storage capacity.
Reduce usage limits.
Remove premium features.
Remove integrations.
Remove support benefits.
Affect pricing.

Downgrades do not create entitlement to refunds for Fees previously earned.

12.12 Add-On Services

Customers may purchase optional add-on products or Services in connection with an existing Subscription Plan.

Examples include:

Additional users.
Premium support.
Additional storage.
AI usage.
Marketing services.
Advertising.
Data products.
API access.
Professional services.
Additional territories.
Enhanced reporting.
Future add-on products.

Each add-on may have separate pricing, billing schedules, renewal dates, cancellation terms, or service requirements.

12.13 Bundled Subscriptions

Reprosify may bundle multiple Subscription Plans together as part of a combined offering.

Bundles may consist of:

Software.
CRM.
Marketing services.
AI tools.
Lead generation.
Professional services.
Customer support.
Reporting.
Analytics.
Future subscription products.

Unless otherwise specified, cancellation of one bundled component does not automatically cancel the remaining components.

12.14 Subscription Availability

Subscription Plans are offered subject to:

Operational capacity.
Technical compatibility.
Geographic availability.
Licensing restrictions.
Regulatory requirements.
Customer eligibility.
Payment verification.
Fraud prevention review.
Infrastructure availability.

Reprosify reserves the right to limit, suspend, discontinue, or replace any Subscription Plan.

12.15 Suspension of Subscription Services

Reprosify may suspend all or part of a Subscription Plan for reasons including:

Non-payment.
Failed payment processing.
Chargebacks.
Fraud prevention.
Security concerns.
Policy violations.
Abuse of Services.
Legal compliance.
Technical maintenance.
Regulatory requirements.

Unless otherwise required by law or agreed in writing, suspension shall not:

Pause the Subscription Term.
Delay Renewal Dates.
Extend the Subscription Period.
Eliminate payment obligations.
Create refund rights.

12.16 Cancellation of Subscription Plans

Subscription Plans may be cancelled only in accordance with the cancellation procedures contained in this Policy.

Cancellation of a Subscription:

Stops future renewals after the applicable notice period.
Does not reverse prior charges.
Does not create refund rights except where expressly required.
Does not eliminate previously accrued payment obligations.
Does not affect obligations intended to survive termination.
Does not release the Customer from contractual responsibilities arising before the effective cancellation date.

Additional cancellation requirements are described elsewhere in this Policy.

12.17 Future Subscription Plans

Reprosify may introduce new Subscription Plans, billing models, pricing structures, enterprise solutions, AI services, software platforms, technology offerings, data products, advertising programs, professional services, bundled offerings, or digital products at any time.

Unless expressly excluded in writing, every future Subscription Plan shall automatically become subject to this Policy.

The creation of a new Subscription Plan shall not require amendment of this Policy for its provisions to remain applicable.

12.18 Reservation of Rights

Nothing contained in this Chapter shall be interpreted as obligating Reprosify to maintain any specific Subscription Plan, pricing model, feature, technology, support level, bundled offering, promotional program, usage allowance, software version, or Service indefinitely.

To the fullest extent permitted by applicable law, Reprosify reserves the right to create, modify, replace, consolidate, expand, suspend, discontinue, or redesign Subscription Plans whenever reasonably necessary to support its operational, technological, regulatory, strategic, or business objectives.

Any such changes shall be implemented in accordance with applicable law and any express contractual commitments undertaken by Reprosify.

Chapter 13. Enterprise Services

13.1 Purpose

This Chapter establishes the terms governing Enterprise Services offered by Reprosify.

Enterprise Services are specialized products, software, platforms, consulting engagements, technology solutions, marketing services, lead generation programs, brokerage solutions, white-label offerings, and other business services provided to organizations requiring customized products, large-scale deployments, negotiated commercial terms, or enterprise-level support.

Because Enterprise Services are often tailored to the operational requirements of individual organizations, this Chapter shall be interpreted together with any applicable Enterprise Agreement, Master Services Agreement (“MSA”), Statement of Work (“SOW”), Order Form, Proposal, Pricing Schedule, or other written agreement executed by the parties.

13.2 Enterprise Customers

Enterprise Services may be made available to, among others:

Real estate brokerages.
Franchise organizations.
Multi-office brokerages.
Real estate teams.
National organizations.
Regional organizations.
Mortgage companies.
Title companies.
Settlement companies.
Property management companies.
Home builders.
Developers.
Investment firms.
Government agencies, where permitted.
Educational institutions.
Industry associations.
Strategic partners.
Technology partners.
Marketing agencies.
White-label partners.
Corporate customers.
Business organizations.
Any other entity approved by Reprosify.

Acceptance into an Enterprise Service remains subject to Reprosify’s approval.

13.3 Scope of Enterprise Services

Enterprise Services may include one or more of the following:

Enterprise CRM deployments.
White-label software.
Multi-user platforms.
Brokerage-wide subscriptions.
Franchise solutions.
Enterprise AI solutions.
Lead generation programs.
Lead distribution systems.
Territory management.
Marketing automation.
Website development.
Enterprise reporting.
Data licensing.
API integrations.
Custom integrations.
Enterprise analytics.
Administrative dashboards.
User management.
Identity management.
Virtual assistant services.
Consulting services.
Technical implementation.
Customer success services.
Strategic planning.
Training programs.
Dedicated account management.
Premium technical support.
Managed services.
Enterprise onboarding.
Future enterprise products and services.

The specific scope of Services shall be determined by the applicable Enterprise Agreement or Order Form.

13.4 Customized Solutions

Enterprise Services frequently involve customized implementations designed to meet the Customer’s unique operational, technical, regulatory, branding, workflow, reporting, or integration requirements.

Accordingly, Enterprise Services may include:

Custom development.
Workflow customization.
API development.
Software configuration.
Data migration.
Platform integration.
Branding customization.
White-label implementation.
Security configuration.
Compliance configuration.
User provisioning.
Enterprise reporting.
Other custom deliverables.

Customized Services may require substantial internal planning, engineering, testing, project management, administrative coordination, and operational resources.

13.5 Statements of Work and Project Documents

Enterprise projects may be governed by one or more supporting documents, including:

Master Services Agreements.
Statements of Work.
Change Orders.
Order Forms.
Proposals.
Technical Specifications.
Pricing Schedules.
Project Plans.
Implementation Schedules.
Acceptance Documents.
Service Descriptions.
Enterprise Addenda.

These documents shall supplement this Policy.

In the event of a direct conflict regarding a project-specific obligation, the executed project document shall control solely with respect to that obligation.

13.6 Enterprise Pricing

Enterprise pricing may differ from publicly advertised pricing.

Pricing may be based upon:

Number of users.
Number of offices.
Number of locations.
Territory size.
Production volume.
Service scope.
Software modules.
Storage requirements.
API usage.
Transaction volume.
Consulting hours.
Professional services.
Marketing campaigns.
Lead generation.
Dedicated personnel.
Infrastructure requirements.
Volume commitments.
Contract duration.
Negotiated commercial terms.

Enterprise pricing shall remain confidential unless disclosure is required by law or authorized by both parties.

13.7 Enterprise Fees

Enterprise Fees may include one or more of the following:

Subscription Fees.
Membership Fees.
Licensing Fees.
Setup Fees.
Activation Fees.
Implementation Fees.
Configuration Fees.
Onboarding Fees.
Training Fees.
Professional Service Fees.
Consulting Fees.
Project Fees.
Development Fees.
Integration Fees.
Maintenance Fees.
Support Fees.
Hosting Fees.
API Fees.
User Fees.
Seat Fees.
Transaction Fees.
Marketing Fees.
Advertising Fees.
Lead Fees.
Referral Fees.
Closing Fees.
Usage Fees.
Renewal Fees.
Administrative Fees.
Taxes and governmental charges.

The applicable Enterprise Agreement shall specify which Fees apply to the particular engagement.

13.8 Service Activation

Enterprise Services may commence before Customer-facing deliverables become available.

Activation may occur upon:

Execution of the applicable agreement.
Project approval.
Internal project assignment.
Personnel allocation.
Software provisioning.
Infrastructure preparation.
Technical planning.
Security reviews.
Compliance reviews.
Customer onboarding.
Scheduling implementation activities.
Initiation of project management.
Commencement of internal engineering work.
Reservation of operational resources.

The Customer acknowledges that substantial work may begin before any visible project milestones are achieved.

13.9 Customer Responsibilities

Enterprise Customers agree to cooperate fully throughout implementation.

Customer responsibilities may include:

Providing requested documentation.
Identifying project stakeholders.
Assigning project managers.
Participating in planning meetings.
Providing timely approvals.
Providing branding assets.
Providing technical credentials.
Providing software access.
Providing data.
Reviewing deliverables.
Conducting user acceptance testing.
Meeting agreed project deadlines.
Responding to reasonable information requests.

Customer delays shall not automatically delay billing or create refund rights unless expressly stated in the applicable Enterprise Agreement.

13.10 Change Requests

Enterprise projects frequently evolve during implementation.

Customers may request modifications to the original scope of Services.

Examples include:

Additional functionality.
New integrations.
Additional users.
Expanded territories.
Additional reports.
Custom development.
Additional consulting.
Additional training.
Additional software modules.
Enhanced support.

Reprosify may accept or reject requested changes in its reasonable discretion.

Approved changes may require:

Additional Fees.
Revised implementation schedules.
New Statements of Work.
Change Orders.
Updated project documentation.
Revised Billing Schedules.

13.11 Dedicated Personnel

Certain Enterprise Services may include dedicated personnel assigned to the Customer.

Dedicated personnel may include:

Project managers.
Customer success managers.
Account executives.
Technical consultants.
Software engineers.
Virtual assistants.
Marketing specialists.
Support personnel.
Implementation specialists.
Trainers.
Other designated resources.

Assignment of dedicated personnel does not create an employment relationship between the Customer and such personnel.

Reprosify reserves the right to reassign personnel whenever reasonably necessary.

13.12 Enterprise Renewals

Unless otherwise stated in the applicable Enterprise Agreement, Enterprise Services may automatically renew upon expiration of the current term.

Renewal pricing may reflect:

Updated pricing schedules.
Additional users.
Expanded service scope.
Added functionality.
Regulatory changes.
Infrastructure costs.
Inflationary adjustments.
Modified commercial terms.

Enterprise renewal procedures shall be governed by both this Policy and the applicable Enterprise Agreement.

13.13 Enterprise Cancellations

Enterprise Services may only be cancelled in accordance with:

This Policy.
The applicable Enterprise Agreement.
Any applicable Statement of Work.
Applicable Order Forms.
Applicable Change Orders.

Cancellation of Enterprise Services shall not relieve the Customer of responsibility for:

Fees earned before the effective cancellation date.
Professional Services performed.
Development work completed.
Implementation work performed.
Licensing obligations.
Outstanding invoices.
Referral Fees.
Closing Fees.
Other contractual obligations intended to survive termination.

13.14 Intellectual Property

Unless expressly stated otherwise in a separately executed written agreement, all software, technology, methodologies, documentation, workflows, processes, templates, artificial intelligence models, algorithms, databases, reports, proprietary systems, marketing materials, training materials, business methods, and intellectual property developed or utilized by Reprosify in connection with Enterprise Services shall remain the exclusive property of Reprosify or its licensors.

Nothing contained in this Chapter shall be interpreted as transferring ownership of Reprosify’s intellectual property.

13.15 Confidential Information

Enterprise engagements frequently involve the exchange of confidential, proprietary, technical, financial, strategic, operational, and commercial information.

Both parties shall comply with any confidentiality obligations contained in the applicable Enterprise Agreement.

Where no separate confidentiality agreement exists, the confidentiality provisions contained elsewhere in the applicable agreements shall apply.

13.16 Future Enterprise Services

Reprosify continually develops new enterprise technologies, software platforms, AI solutions, marketing systems, consulting services, professional services, brokerage solutions, franchise programs, and strategic business offerings.

Unless expressly excluded in writing, all future Enterprise Services shall automatically be governed by this Policy together with any applicable Enterprise Agreement.

The introduction of new enterprise offerings shall not require amendment of this Policy for its provisions to remain applicable.

13.17 Reservation of Rights

Nothing contained in this Chapter obligates Reprosify to offer any particular Enterprise Service, pricing model, implementation methodology, staffing level, technology platform, software solution, support program, consulting engagement, or commercial arrangement.

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, expand, consolidate, redesign, suspend, or discontinue Enterprise Services whenever reasonably necessary for operational, technological, legal, regulatory, strategic, or commercial reasons, provided such actions remain consistent with any executed Enterprise Agreement.

Chapter 14. Custom Services

14.1 Purpose

This Chapter establishes the terms governing all Custom Services provided by Reprosify.

Custom Services consist of products, software, technology, consulting, marketing, implementation, development, integration, professional services, project-based work, or other business solutions specifically designed, configured, modified, or performed to meet the individual needs of a particular Customer.

Because Custom Services are unique in nature and frequently require substantial planning, research, engineering, project management, staffing, software configuration, creative work, and technical implementation, they differ from Reprosify’s standard Membership Plans and Subscription Plans.

Unless expressly modified by a separately executed written agreement, all Custom Services shall be governed by this Policy together with any applicable proposal, quotation, Statement of Work (“SOW”), Master Services Agreement (“MSA”), Order Form, or Service Agreement.

14.2 Scope of Custom Services

Custom Services may include, without limitation:

Custom software development.
Website design and development.
Mobile application development.
CRM customization.
Workflow automation.
Artificial intelligence implementation.
AI model configuration.
Marketing strategy.
Digital advertising campaigns.
Search engine optimization.
Local SEO.
AI optimization.
Branding services.
Graphic design.
Video production.
Content creation.
Copywriting.
Landing page development.
Sales funnel development.
Email marketing.
SMS marketing.
Data migration.
API development.
API integrations.
Third-party integrations.
White-label solutions.
Custom reporting.
Dashboard development.
Business consulting.
Operational consulting.
Technical consulting.
Training services.
Customer onboarding.
Project management.
Dedicated staffing.
Virtual assistant services.
Administrative support.
Lead generation campaigns.
Market research.
Data analysis.
Compliance consulting.
Strategic planning.
Technology implementation.
Custom automation.
Marketplace development.
Any other customized business solution developed or delivered by Reprosify.

This list is illustrative only and is not intended to limit the definition of Custom Services.

14.3 Project-Based Nature

Unlike standardized Membership or Subscription Services, Custom Services are frequently project-based and involve individualized planning, technical design, creative judgment, business analysis, software engineering, resource allocation, implementation, testing, revisions, and customer collaboration.

Accordingly, the scope, pricing, deliverables, schedules, milestones, acceptance criteria, payment structure, and implementation methodology may differ from project to project.

14.4 Statements of Work and Project Documents

Custom Services may be governed by one or more supporting documents, including:

Statements of Work.
Service Agreements.
Project Proposals.
Quotations.
Order Forms.
Change Orders.
Technical Specifications.
Functional Specifications.
Project Timelines.
Pricing Schedules.
Milestone Schedules.
Implementation Plans.
Scope Documents.
Written email approvals.
Any other project documentation accepted by both parties.

Such documents supplement this Policy.

If a direct conflict exists between this Policy and a project-specific agreement executed by authorized representatives of both parties, the project-specific agreement shall control solely with respect to the conflicting subject matter.

14.5 Service Activation

Custom Services become active upon the earliest occurrence of any of the following:

Acceptance of the Customer’s proposal.
Execution of the applicable agreement.
Receipt of any required deposit or payment.
Internal project assignment.
Allocation of personnel.
Scheduling of project resources.
Commencement of planning.
Commencement of research.
Technical review.
Design work.
Software configuration.
Development activities.
Project setup.
Customer onboarding.
Any internal or external activity undertaken to begin performing the requested Services.

Customers acknowledge that substantial work frequently begins before visible deliverables are produced.

14.6 Customer Cooperation

Successful completion of Custom Services often depends upon timely cooperation by the Customer.

Customers agree to provide, when requested:

Project requirements.
Business objectives.
Technical documentation.
Branding assets.
Logos.
Images.
Content.
Access credentials.
Domain access.
Hosting credentials.
API documentation.
Third-party authorizations.
Software licenses.
Customer approvals.
Design feedback.
Regulatory information.
Any other information reasonably necessary to complete the project.

Customer delays shall not suspend Reprosify’s right to invoice completed work or otherwise affect payment obligations unless expressly agreed in writing.

14.7 Pricing

Pricing for Custom Services may be based upon one or more of the following:

Fixed-price projects.
Hourly billing.
Daily rates.
Weekly rates.
Monthly retainers.
Milestone payments.
Progress billing.
Time and materials.
Usage-based pricing.
Resource allocation.
Dedicated staffing.
Performance-based compensation where expressly agreed.
Hybrid pricing models.
Any other pricing methodology established in writing.

All pricing shall be determined by the applicable project documentation.

14.8 Deposits and Advance Payments

Reprosify may require deposits, retainers, advance payments, milestone payments, or other prepayments before commencing or continuing Custom Services.

Unless otherwise expressly agreed in writing:

Deposits reserve project capacity and personnel.
Deposits may be applied toward project Fees.
Deposits become earned as work is performed.
Deposits may be non-refundable where they compensate Reprosify for resource allocation, planning, or commencement of Services.

Failure to pay required deposits may delay or prevent project commencement.

14.9 Changes to Project Scope

Customers may request changes to the original scope of work.

Examples include:

Additional functionality.
Design revisions.
New software features.
Additional integrations.
Expanded deliverables.
Additional consulting.
Additional training.
Additional users.
Expanded territories.
New reporting requirements.
Additional content.
Additional marketing campaigns.

Reprosify may approve or reject requested changes in its reasonable discretion.

Approved changes may require:

Additional Fees.
Revised schedules.
Updated milestones.
Additional deposits.
Change Orders.
Amended Statements of Work.

14.10 Customer Approvals

Certain Custom Services require Customer review and approval during various stages of the project.

Customers agree to provide approvals, feedback, requested revisions, or rejection notices within the timeframe specified in the applicable project documentation or, if no timeframe is specified, within a commercially reasonable period.

Failure to provide timely feedback may:

Delay project completion.
Extend implementation schedules.
Result in project suspension.
Require rescheduling of project resources.
Delay subsequent project phases.

Such delays shall not relieve the Customer of payment obligations.

14.11 Delays Beyond Reprosify’s Control

Reprosify shall not be responsible for delays resulting from:

Customer inaction.
Customer-requested changes.
Third-party vendors.
Software providers.
Internet service providers.
Hosting providers.
Domain registrars.
Government agencies.
Regulatory approvals.
Force majeure events.
Technical incompatibilities outside Reprosify’s control.
Third-party API changes.
Customer infrastructure.
Customer staffing shortages.

Project schedules may be reasonably adjusted to accommodate such delays.

14.12 Acceptance of Deliverables

Deliverables shall be deemed accepted upon the earliest of:

Written acceptance by the Customer.
Use of the deliverables by the Customer.
Deployment into production.
Public release.
Customer commercialization.
Expiration of any agreed review period without written objection.
Final project payment.
Any conduct reasonably indicating acceptance.

Minor defects or requested enhancements shall not constitute rejection of otherwise substantially conforming deliverables.

14.13 Intellectual Property

Unless expressly transferred under a separate written agreement, all intellectual property developed, owned, licensed, or utilized by Reprosify, including methodologies, frameworks, software libraries, templates, source code, automation processes, AI models, proprietary systems, documentation, workflows, designs, business processes, know-how, and other proprietary materials shall remain the exclusive property of Reprosify or its licensors.

Customers receive only those usage rights expressly granted under the applicable agreement.

14.14 Cancellation of Custom Services

Because Custom Services frequently involve immediate allocation of personnel, planning, engineering, creative work, project management, software licensing, infrastructure, and operational resources, cancellation does not automatically relieve the Customer of payment obligations.

Unless otherwise expressly agreed in writing:

Fees earned before the effective cancellation date remain immediately due and payable.
Work performed before cancellation shall be fully compensated.
Deposits may be retained to the extent they compensate Reprosify for work performed or resources committed.
Completed deliverables remain subject to payment before release where permitted by applicable law.
Cancellation shall not entitle the Customer to refunds except where expressly required by applicable law or an executed agreement.

14.15 Suspension of Projects

Reprosify may suspend Custom Services for reasons including:

Non-payment.
Customer inactivity.
Failure to provide required information.
Repeated missed deadlines.
Fraud concerns.
Security concerns.
Regulatory requirements.
Violation of applicable agreements.
Operational necessity.

Project suspension shall not automatically extend project timelines, waive Fees, or create refund rights.

14.16 Future Custom Services

Reprosify continuously develops new technologies, consulting services, implementation methodologies, AI capabilities, automation tools, marketing services, software platforms, digital products, and business solutions.

Unless expressly excluded in writing, all future Custom Services shall automatically become subject to this Policy together with any applicable project-specific documentation.

The introduction of new categories of Custom Services shall not require amendment of this Policy for its provisions to remain applicable.

14.17 Reservation of Rights

Nothing contained in this Chapter obligates Reprosify to accept, quote, perform, continue, or complete any requested Custom Service.

To the fullest extent permitted by applicable law, Reprosify reserves the right to determine the scope, methodology, personnel, technologies, pricing, implementation approach, project schedule, resource allocation, and acceptance criteria applicable to any Custom Service, provided such determinations remain consistent with the applicable agreement and governing law.

Chapter 15. Pricing

15.1 Purpose

This Chapter establishes the pricing principles applicable to all products, Services, Memberships, Subscription Plans, Enterprise Services, Custom Services, software, digital products, professional services, advertising programs, referral programs, lead generation services, and all other offerings provided by Reprosify.

Because Reprosify continually develops new products, technologies, pricing models, business solutions, and commercial offerings, this Chapter is intended to establish a flexible pricing framework that applies to all current and future offerings unless expressly modified by a separately executed written agreement.

15.2 Pricing Structure

Reprosify offers a variety of products and Services that may utilize different pricing methodologies depending upon the nature of the offering.

Pricing may include one or more of the following:

One-time purchases.
Monthly subscriptions.
Quarterly subscriptions.
Annual subscriptions.
Multi-year subscriptions.
Membership fees.
Enterprise licensing.
Per-user pricing.
Per-seat pricing.
Per-office pricing.
Per-location pricing.
Usage-based pricing.
Transaction-based pricing.
Performance-based pricing.
Referral fees.
Closing fees.
Lead fees.
Appointment fees.
Live transfer fees.
Project-based pricing.
Hourly billing.
Daily rates.
Monthly retainers.
Milestone billing.
Fixed-price engagements.
Hybrid pricing models.
Volume pricing.
Tiered pricing.
Promotional pricing.
Custom negotiated pricing.
Bundled pricing.
Future pricing models adopted by Reprosify.

Nothing in this Policy shall limit Reprosify’s ability to introduce additional pricing methodologies in the future.

15.3 Published Pricing

Unless otherwise agreed in writing, the applicable price for any product or Service shall be the price published, quoted, or otherwise communicated by Reprosify at the time the Customer enrolls, purchases, upgrades, renews, or otherwise commits to the applicable product or Service.

Pricing may be communicated through:

The Reprosify website.
Pricing schedules.
Product pages.
Membership descriptions.
Subscription pages.
Order Forms.
Service Agreements.
Statements of Work.
Enterprise Agreements.
Written proposals.
Quotations.
Invoices.
Email communications.
Sales presentations.
Authorized representatives.
Other official communication channels.

15.4 Individual Pricing

Pricing may differ among Customers based upon legitimate business factors, including but not limited to:

Membership Plan.
Subscription Plan.
Enterprise Agreement.
Custom Services.
Product selection.
Geographic market.
Territory.
Number of users.
Number of offices.
Production volume.
Contract duration.
Promotional offers.
Legacy pricing.
Founding member status.
Pilot programs.
Volume commitments.
Referral relationships.
Strategic partnerships.
Corporate agreements.
Negotiated commercial terms.
Other lawful business considerations.

Customers acknowledge that another Customer may pay a different price for substantially similar products or Services.

Such pricing differences shall not create any right to matching prices, refunds, credits, rebates, or pricing adjustments.

15.5 Quotes and Estimates

Unless expressly stated otherwise in writing, quotations, estimates, proposals, pricing illustrations, and projected costs are valid only for the period stated therein or, if no period is stated, for thirty (30) calendar days from the date issued.

After expiration, Reprosify may revise pricing to reflect changes in:

Market conditions.
Labor costs.
Technology costs.
Software licensing.
Third-party vendor pricing.
Infrastructure costs.
Regulatory requirements.
Inflation.
Operational expenses.
Business conditions.

15.6 Taxes and Government Charges

Unless expressly stated otherwise, all published prices exclude applicable:

Sales taxes.
Value-added taxes (VAT).
Goods and Services Taxes (GST).
Use taxes.
Excise taxes.
Digital services taxes.
Withholding taxes.
Import duties.
Government assessments.
Regulatory fees.
Similar governmental charges.

Customers are responsible for all applicable taxes and governmental charges imposed in connection with their purchases, except taxes imposed on Reprosify’s income.

15.7 Third-Party Costs

Certain Services may require third-party products, software licenses, advertising expenditures, telecommunications services, payment processing, domain registration, hosting, integrations, data providers, or other external resources.

Unless expressly included within the applicable pricing, Customers remain responsible for all approved third-party costs associated with the purchased Services.

Reprosify may require advance payment or reimbursement of such costs.

15.8 Price Modifications

Reprosify reserves the right to modify pricing for any current or future product or Service at any time, subject to applicable law and any express contractual commitments.

Price changes may result from, among other factors:

Changes in operational costs.
Inflation.
Vendor pricing.
Technology improvements.
Product enhancements.
Infrastructure investments.
Regulatory compliance.
Market conditions.
New functionality.
Business strategy.
Economic conditions.

Unless otherwise required by law or a written agreement, revised pricing shall apply prospectively and shall not affect amounts already billed or paid.

15.9 Existing Customers

Except where guaranteed by a written agreement, existing Customers are not entitled to continue receiving historical pricing indefinitely.

Upon renewal, upgrade, modification, expansion of Services, or commencement of a new Billing Cycle, pricing may be adjusted to Reprosify’s then-current pricing schedule unless protected by an applicable written agreement.

15.10 Pricing Errors

Despite reasonable efforts, pricing errors may occasionally occur.

If Reprosify discovers that a product or Service has been offered or billed at an incorrect price due to typographical errors, system errors, technical malfunctions, pricing configuration errors, or other administrative mistakes, Reprosify reserves the right, to the extent permitted by applicable law, to:

Correct the pricing.
Cancel the affected transaction.
Issue a refund where appropriate.
Request payment of the correct amount before activation.
Decline fulfillment until pricing is corrected.

Reprosify will notify the Customer of any material pricing correction before proceeding whenever reasonably practicable.

15.11 Currency

Unless otherwise specified in writing, all prices are quoted and payable in the currency designated by Reprosify for the applicable transaction.

Where payments are made in another currency:

Exchange rates shall be determined by the applicable payment processor or financial institution.
Customers are responsible for currency conversion costs.
Customers are responsible for international banking fees.
Customers are responsible for wire transfer fees unless otherwise agreed.

15.12 Discounts and Promotional Pricing

From time to time, Reprosify may offer discounts, promotional pricing, introductory offers, coupons, referral incentives, pilot program pricing, volume discounts, bundled pricing, or other promotional incentives.

Unless expressly stated otherwise:

Promotional pricing is temporary.
Promotions may be modified or withdrawn at any time before acceptance.
Promotional pricing applies only to the applicable promotional period.
Standard pricing shall apply after expiration of the promotional period.
Promotions may not be combined unless expressly authorized.
Promotional pricing has no cash value.
Promotions do not create continuing pricing rights.

15.13 Custom Pricing

Reprosify may negotiate customized pricing with Enterprise Customers, strategic partners, brokerages, franchises, or other qualifying organizations.

Customized pricing shall apply only to the specific agreement for which it was negotiated and shall not establish pricing for any future purchases, renewals, upgrades, additional Services, or unrelated transactions unless expressly provided in writing.

15.14 Bundled Pricing

Certain products or Services may be sold together as bundled offerings.

Bundle pricing reflects the combined value of the included products and Services.

Unless expressly stated otherwise:

Individual bundle components have no separate refund value.
Cancellation of one component does not automatically reduce the bundled price.
Removal of individual features does not entitle the Customer to prorated refunds.
Bundle pricing may differ from purchasing individual products separately.

15.15 No Price Protection

Except where expressly guaranteed in a separately executed written agreement, Customers are not entitled to permanent price protection.

Future pricing adjustments resulting from:

Product improvements.
New functionality.
Expanded Services.
Operational costs.
Inflation.
Vendor pricing.
Business strategy.
Regulatory compliance.

shall not constitute a breach of this Policy.

15.16 Effect of Cancellation on Pricing

Cancellation of a Membership, Subscription, or Service terminates the Customer’s eligibility for any promotional, grandfathered, introductory, or legacy pricing unless expressly stated otherwise in writing.

If the Customer later reenrolls, the Customer shall pay the pricing in effect at the time of the new enrollment unless Reprosify expressly agrees otherwise in writing.

15.17 Future Products and Services

As Reprosify introduces new products, Services, technologies, Membership Plans, Subscription Plans, Enterprise Services, AI solutions, software platforms, marketplaces, advertising programs, consulting services, and other business offerings, the pricing for such offerings shall be established by Reprosify in its sole discretion and communicated through appropriate commercial documentation.

Unless expressly excluded in writing, all future pricing shall be governed by this Policy.

15.18 Reservation of Rights

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s right, to the fullest extent permitted by applicable law, to establish, modify, restructure, consolidate, expand, discontinue, negotiate, or otherwise determine pricing for any current or future product or Service.

Reprosify reserves the right to create new pricing models, billing methodologies, commercial programs, enterprise licensing arrangements, bundled offerings, promotional campaigns, or business initiatives whenever reasonably necessary to support its operational, technological, strategic, or commercial objectives, provided such changes are implemented in accordance with applicable law and any applicable written agreements.

Chapter 16. Promotional Pricing

16.1 Purpose

This Chapter establishes the terms governing all promotional pricing, introductory offers, discounts, incentives, coupons, credits, rebates, referral incentives, founding member programs, beta pricing, pilot programs, limited-time offers, and other promotional campaigns offered by Reprosify.

Promotional Pricing is intended to encourage customer acquisition, reward existing customers, introduce new products or services, recognize strategic relationships, or support other business initiatives.

Unless expressly stated otherwise in writing, all Promotional Pricing remains subject to this Policy and any applicable agreements governing the Customer’s purchase or Subscription.

16.2 Promotional Programs

From time to time, Reprosify may offer promotional pricing for certain products or Services.

Examples include, without limitation:

Introductory pricing.
Limited-time offers.
Seasonal promotions.
Holiday promotions.
Grand opening promotions.
Product launch promotions.
Early adopter pricing.
Founding Member pricing.
Beta program pricing.
Pilot program pricing.
Referral incentives.
Affiliate promotions.
Partner pricing.
Brokerage discounts.
Team discounts.
Enterprise pricing incentives.
Volume discounts.
Educational discounts.
Military discounts.
First-year pricing.
Bundle pricing.
Loyalty incentives.
Promotional credits.
Coupon codes.
Gift certificates.
Trial offers.
Free upgrade promotions.
Future promotional programs introduced by Reprosify.

This list is illustrative only and does not limit Reprosify’s ability to create additional promotional programs.

16.3 Eligibility

Promotional Pricing may be limited to Customers meeting specific eligibility requirements established by Reprosify.

Eligibility may depend upon factors including:

Enrollment date.
Product selection.
Membership Plan.
Subscription Plan.
Geographic market.
Customer category.
Professional status.
Brokerage affiliation.
Organization size.
Referral source.
Promotional code.
Sales campaign.
Payment method.
Contract duration.
Minimum purchase requirements.
Prior customer status.
Account standing.
Other promotional qualifications.

Reprosify reserves the right to determine promotional eligibility in its sole discretion, subject to applicable law.

16.4 Promotional Period

Unless otherwise expressly stated in writing, Promotional Pricing applies only during the specific promotional period identified by Reprosify.

After expiration of the promotional period:

Standard pricing may automatically apply.
Renewal pricing may differ.
Promotional benefits may expire.
Standard Membership Fees or Subscription Fees may become effective.
Promotional features may no longer be available.

The expiration of a promotional period does not constitute a price increase, breach of contract, or modification of this Policy.

16.5 Introductory Pricing

Certain products or Services may be offered at introductory pricing for an initial Billing Cycle or promotional period.

Unless expressly stated otherwise:

Introductory pricing is temporary.
Standard pricing automatically applies after the introductory period.
Customers authorize Reprosify to charge the applicable standard price upon renewal.
No additional consent shall be required beyond the Customer’s acceptance of this Policy and enrollment in the applicable Service, except where required by applicable law.

Customers are responsible for reviewing the pricing applicable after the introductory period before enrolling.

16.6 Founding Member, Legacy, and Early Adopter Programs

Reprosify may, in its sole discretion, offer Founding Member, Legacy, Early Adopter, Pilot Program, Beta Program, or similar promotional pricing.

Unless expressly guaranteed in a separately executed written agreement:

Such pricing is personal to the enrolled Customer.
Such pricing is non-transferable.
Such pricing may be conditioned upon continuous active participation.
Such pricing may terminate upon cancellation, suspension, termination, or material breach.
Such pricing does not create a perpetual contractual right.
Such pricing may not apply to future products or Services.

Reprosify reserves the right to discontinue enrollment in any such program at any time.

16.7 Promotional Codes and Coupons

Reprosify may issue promotional codes, discount codes, coupons, gift certificates, vouchers, referral codes, or similar promotional instruments.

Unless otherwise stated:

Promotional codes may be redeemed only once.
Promotional codes are non-transferable.
Promotional codes have no cash value.
Promotional codes may not be exchanged for refunds.
Promotional codes may expire.
Promotional codes may not be combined with other promotions unless expressly authorized.
Promotional codes may not be sold or transferred.
Promotional codes may be cancelled if fraud, abuse, or misuse is suspected.

Expired promotional codes shall not be honored.

16.8 Referral and Affiliate Promotions

Customers may become eligible for promotional pricing through referral programs, affiliate programs, strategic partnerships, or marketing campaigns.

Eligibility for such promotions may require compliance with additional promotional terms.

Reprosify reserves the right to verify all referral activity and deny promotional pricing obtained through fraud, abuse, manipulation, self-referrals, duplicate accounts, or other improper conduct.

16.9 Volume Discounts

Reprosify may offer pricing incentives based upon:

Number of users.
Number of offices.
Number of territories.
Number of Memberships.
Transaction volume.
Purchase volume.
Contract duration.
Enterprise commitments.
Strategic relationships.
Other commercial factors.

If eligibility requirements for a volume discount are no longer satisfied, Reprosify may adjust future pricing to the then-current applicable rates.

16.10 Promotional Credits

Certain promotions may include promotional credits, account credits, service credits, bonus credits, onboarding incentives, or similar benefits.

Unless expressly stated otherwise:

Promotional credits have no cash value.
Promotional credits are non-refundable.
Promotional credits are non-transferable.
Promotional credits may expire.
Promotional credits may only be applied to eligible Fees designated by Reprosify.
Promotional credits may not be redeemed for cash.
Promotional credits may be revoked if issued in error or obtained through fraud or abuse.

Unused promotional credits expire automatically upon expiration of the applicable promotional period unless otherwise specified.

16.11 Promotional Pricing and Renewals

Unless expressly stated otherwise in writing, Promotional Pricing applies only to the initial promotional term.

Upon renewal:

Standard pricing shall apply.
Then-current pricing may apply.
Revised pricing schedules may apply.
Promotional discounts shall automatically expire.
Renewal shall occur in accordance with this Policy.

Customers acknowledge that renewal at standard pricing is an integral condition of receiving Promotional Pricing.

16.12 Promotional Pricing and Cancellations

Cancellation of a Membership, Subscription, or Service immediately terminates eligibility for Promotional Pricing unless otherwise expressly stated in writing.

Customers who subsequently reenroll shall be subject to:

Then-current pricing.
Then-current Membership Fees.
Then-current Subscription Fees.
Then-current promotional eligibility requirements.

Reprosify is under no obligation to restore expired promotional pricing, legacy pricing, introductory pricing, or previously granted discounts following cancellation.

16.13 Modification or Withdrawal of Promotions

Reprosify reserves the right to:

Introduce new promotions.
Modify existing promotions.
Extend promotional periods.
Shorten promotional periods.
Correct promotional errors.
Withdraw promotional offers.
Limit promotional quantities.
Restrict promotional eligibility.
Replace promotional programs.

Such changes may occur at any time before a Customer successfully enrolls under the applicable promotion.

Enrollment completed during a valid promotional period shall remain governed by the promotional terms applicable at the time of enrollment unless otherwise specified.

16.14 Errors in Promotional Pricing

If Promotional Pricing is displayed, communicated, or applied due to a typographical error, technical malfunction, system error, pricing configuration error, unauthorized publication, or other administrative mistake, Reprosify reserves the right, to the fullest extent permitted by applicable law, to:

Correct the promotional price.
Cancel the affected transaction.
Decline enrollment.
Require payment of the correct price before activation.
Refund any payment received if the transaction is cancelled.

Reprosify will notify the Customer of any material correction before processing the order whenever reasonably practicable.

16.15 No Vested Rights

Participation in any Promotional Pricing program does not create any vested, perpetual, transferable, or continuing contractual right to discounted pricing.

Unless expressly guaranteed in a separately executed written agreement, Promotional Pricing shall not survive:

Expiration of the promotional period.
Cancellation.
Termination.
Suspension.
Account closure.
Material breach.
Fraud investigations.
Changes in eligibility.
Product discontinuation.
Program discontinuation.

16.16 Combination of Offers

Unless expressly authorized by Reprosify in writing, Promotional Pricing may not be combined with:

Other discounts.
Coupons.
Referral incentives.
Affiliate incentives.
Employee pricing.
Volume discounts.
Enterprise pricing.
Loyalty programs.
Legacy pricing.
Promotional credits.
Founding Member pricing.
Beta pricing.
Pilot pricing.
Other promotional campaigns.

If multiple promotions are available, Reprosify may determine which promotion applies.

16.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, suspend, discontinue, extend, replace, interpret, administer, or withdraw any Promotional Pricing program, discount, incentive, coupon, referral program, credit, rebate, or promotional campaign at any time, provided such action does not impair any contractual rights that have already vested under an executed written agreement.

Nothing contained in this Chapter shall obligate Reprosify to continue offering any Promotional Pricing program, discount, or special offer beyond the period expressly stated by Reprosify.

Chapter 17. Discounts

17.1 Purpose

This Chapter establishes the terms governing all discounts offered by Reprosify in connection with its products, Services, Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software, professional services, advertising programs, referral programs, digital products, consulting services, and all other business offerings.

Discounts are provided solely at the discretion of Reprosify as commercial incentives, negotiated pricing arrangements, customer appreciation programs, strategic business initiatives, or other lawful business purposes. Unless expressly stated otherwise in a written agreement executed by an authorized representative of Reprosify, no Customer has a vested or continuing right to receive any discount.

17.2 Types of Discounts

Reprosify may offer one or more categories of discounts, including but not limited to:

Introductory discounts.
Loyalty discounts.
Renewal discounts.
Multi-year commitment discounts.
Volume discounts.
Brokerage discounts.
Team discounts.
Enterprise discounts.
Strategic partner discounts.
Referral discounts.
Affiliate discounts.
Educational discounts.
Military discounts.
Nonprofit discounts.
Geographic discounts.
Seasonal discounts.
Product launch discounts.
Founding Member discounts.
Beta program discounts.
Pilot program discounts.
Bundled service discounts.
Multi-service discounts.
Early payment discounts.
Customer retention discounts.
Negotiated commercial discounts.
Employee pricing, where applicable.
Any future discount programs established by Reprosify.

The existence of one discount program shall not obligate Reprosify to offer similar discounts to other Customers.

17.3 Eligibility

Eligibility for any discount shall be determined solely by Reprosify.

Eligibility may depend upon factors including, without limitation:

Membership Plan.
Subscription Plan.
Enterprise Agreement.
Contract duration.
Purchase volume.
Number of users.
Number of offices.
Territory coverage.
Geographic location.
Customer category.
Industry affiliation.
Referral source.
Partnership status.
Customer tenure.
Payment history.
Account standing.
Promotional campaigns.
Compliance with applicable agreements.
Other legitimate commercial considerations.

Reprosify may request documentation reasonably necessary to verify eligibility.

17.4 Conditional Nature of Discounts

Unless expressly guaranteed in writing, all discounts are conditional.

Continued eligibility for any discount may require the Customer to:

Maintain an active Account.
Maintain continuous Membership or Subscription status.
Remain current on all payments.
Maintain eligibility requirements.
Comply with this Policy.
Comply with all applicable agreements.
Maintain required production or usage levels where applicable.
Maintain required user counts or service levels.
Satisfy any other conditions communicated by Reprosify.

Failure to satisfy applicable conditions may result in immediate loss of the discount for future Billing Cycles.

17.5 Discretionary Discounts

From time to time, Reprosify may voluntarily offer discretionary discounts as a gesture of goodwill, customer appreciation, dispute resolution, strategic relationship management, or other business purpose.

Unless expressly stated otherwise in writing:

Discretionary discounts apply only to the specific transaction for which they are granted.
Discretionary discounts do not establish future pricing.
Discretionary discounts do not modify published pricing.
Discretionary discounts shall not create precedent for future transactions.
Reprosify may refuse future requests for similar discounts without explanation.

17.6 Negotiated Commercial Discounts

Enterprise Customers, strategic partners, brokerages, franchises, and other qualifying organizations may negotiate customized commercial pricing.

Unless expressly provided in a separately executed written agreement:

Negotiated discounts apply only to the identified products or Services.
Negotiated discounts apply only during the negotiated contract term.
Negotiated discounts do not automatically extend to renewals.
Negotiated discounts do not apply to additional purchases, upgrades, expansions, or unrelated Services.
Negotiated discounts may not be assigned or transferred.

17.7 Volume and Multi-Service Discounts

Discounts based upon purchase volume, number of users, territories, offices, service bundles, transaction commitments, or other measurable criteria remain contingent upon the Customer continuing to satisfy the applicable qualification thresholds.

If qualification thresholds are no longer satisfied, Reprosify may:

Adjust future pricing.
Remove the discount.
Apply the pricing applicable to the Customer’s revised service level.
Modify the applicable Billing Schedule.

Such adjustments shall apply prospectively unless otherwise provided by written agreement.

17.8 Early Payment Discounts

Where offered, early payment discounts apply only if payment is received in full on or before the stated due date.

Late payments automatically forfeit any applicable early payment discount unless Reprosify expressly agrees otherwise in writing.

17.9 Discounts and Promotional Offers

Unless expressly authorized by Reprosify, discounts may not be combined with:

Promotional Pricing.
Coupon codes.
Referral incentives.
Promotional credits.
Founding Member pricing.
Legacy pricing.
Beta pricing.
Pilot pricing.
Affiliate incentives.
Employee pricing.
Other discounts.
Special pricing arrangements.

If multiple pricing incentives could apply to the same transaction, Reprosify may determine which pricing arrangement shall govern.

17.10 Discounts and Renewals

Unless expressly stated otherwise in a written agreement, discounts apply only during the period for which they were granted.

Upon renewal:

Standard pricing may apply.
Then-current pricing may apply.
New renewal pricing may apply.
Revised commercial pricing may apply.
Previously granted discounts may expire automatically.

Customers acknowledge that renewal pricing may differ from initial enrollment pricing.

17.11 Discounts and Upgrades

If a Customer upgrades a Membership, Subscription, Enterprise Service, or other product:

Existing discounts may terminate.
Revised pricing may apply.
Additional Fees may become immediately due.
New pricing structures may govern the upgraded Service.

Any continuing discount following an upgrade shall exist only if expressly confirmed in writing by Reprosify.

17.12 Discounts and Downgrades

Downgrading products or Services may affect discount eligibility.

If a Customer no longer satisfies the requirements associated with a discounted pricing arrangement, Reprosify may revise future pricing to reflect the applicable pricing for the downgraded Service.

Downgrades shall not create entitlement to refunds, credits, or retroactive pricing adjustments.

17.13 Non-Transferability

Unless expressly authorized in writing, discounts are:

Personal to the eligible Customer.
Non-transferable.
Non-assignable.
Non-sublicensable.
Not redeemable for cash.
Not exchangeable.
Not saleable.

Any attempted transfer shall be void.

17.14 Errors in Discount Application

If a discount is applied due to:

Administrative error.
System malfunction.
Technical error.
Pricing configuration error.
Typographical error.
Unauthorized representation.
Fraud.
Customer misrepresentation.

Reprosify reserves the right, to the fullest extent permitted by applicable law, to:

Correct the pricing.
Remove the discount.
Invoice the correct amount.
Cancel the affected transaction before activation.
Recover improperly applied discounts.

Reasonable notice shall be provided whenever practicable.

17.15 No Cash Value

Unless expressly stated otherwise, discounts:

Have no cash value.
May not be redeemed for cash.
May not be exchanged for account credit.
May not be converted into refunds.
May not be applied retroactively.
May not be used to offset unrelated Fees.

17.16 Cancellation and Loss of Discounts

Cancellation, suspension, termination, material breach, chargebacks, fraud investigations, account closure, or failure to maintain eligibility may result in the immediate loss of any applicable discount.

If the Customer later reenrolls, any future enrollment shall be subject to the pricing and discount programs then offered by Reprosify.

Reprosify shall have no obligation to restore previously granted discounts following cancellation or termination.

17.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, suspend, discontinue, interpret, administer, expand, reduce, replace, or withdraw any discount program at any time for legitimate business, operational, strategic, technological, or commercial reasons.

Nothing contained in this Chapter shall be interpreted as creating a perpetual, vested, transferable, or guaranteed right to discounted pricing unless expressly provided in a written agreement executed by an authorized representative of Reprosify.

Chapter 18. Credits

18.1 Purpose

This Chapter establishes the terms governing all Credits issued, granted, applied, earned, or otherwise made available by Reprosify in connection with its products, Services, Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software, professional services, digital products, marketing services, referral programs, advertising programs, and all other business offerings.

Credits are intended to serve as a discretionary billing mechanism that may be used to recognize promotional opportunities, billing adjustments, customer goodwill, service interruptions, referral incentives, contractual obligations, negotiated settlements, or other commercial purposes.

Unless expressly stated otherwise in a written agreement executed by an authorized representative of Reprosify, Credits are not equivalent to cash, are not refunds, and do not create any ownership interest in funds held by Reprosify.

18.2 Types of Credits

Reprosify may issue one or more types of Credits, including but not limited to:

Account Credits.
Billing Credits.
Service Credits.
Promotional Credits.
Referral Credits.
Loyalty Credits.
Goodwill Credits.
Courtesy Credits.
Marketing Credits.
Advertising Credits.
Platform Credits.
Subscription Credits.
Membership Credits.
Training Credits.
Product Credits.
Future Purchase Credits.
Settlement Credits.
Compensation Credits where expressly agreed.
Enterprise Credits.
Partner Credits.
Affiliate Credits.
Beta Program Credits.
Pilot Program Credits.
Manual Billing Adjustments.
Future categories of Credits established by Reprosify.

The issuance of one category of Credit shall not obligate Reprosify to issue any other category of Credit.

18.3 Discretionary Nature of Credits

Except where expressly required by an executed written agreement or applicable law, the issuance of any Credit is entirely within the sole discretion of Reprosify.

Nothing contained in this Policy shall obligate Reprosify to issue Credits in response to:

Customer dissatisfaction.
Failure to achieve business objectives.
Reduced usage.
Customer inactivity.
Changes in Customer needs.
Marketing performance.
Lead quality.
Lead quantity.
Software preferences.
Requests for goodwill.
Competitive pricing.
Other subjective business considerations.

A Credit voluntarily granted on one occasion shall not create any obligation or expectation that similar Credits will be granted in the future.

18.4 Account Credits

Account Credits may be issued to offset eligible future charges owed to Reprosify.

Unless otherwise stated in writing:

Account Credits may only be applied to future eligible invoices.
Account Credits shall not reduce previously earned Fees.
Account Credits shall not satisfy overdue balances unless expressly authorized.
Account Credits shall not be redeemable for cash.
Account Credits may only be applied by Reprosify.

18.5 Promotional Credits

Promotional Credits may be issued as part of marketing campaigns, promotional offers, referral programs, loyalty programs, onboarding incentives, product launches, beta programs, pilot programs, or other promotional initiatives.

Unless otherwise expressly stated:

Promotional Credits have no cash value.
Promotional Credits are non-transferable.
Promotional Credits may expire.
Promotional Credits may be revoked if improperly obtained.
Promotional Credits may only be applied to designated products or Services.
Promotional Credits may not be exchanged for refunds.

Promotional Credits remain subject to all eligibility requirements established by Reprosify.

18.6 Goodwill Credits

Reprosify may, in its sole discretion, issue Goodwill Credits to promote customer satisfaction or resolve isolated customer concerns.

Goodwill Credits:

Are voluntary.
Do not constitute an admission of fault.
Do not acknowledge liability.
Do not establish a contractual obligation.
Do not modify this Policy.
Do not establish future entitlement.
Do not waive any rights or remedies available to Reprosify.

The issuance of a Goodwill Credit shall not be construed as evidence that Reprosify breached any agreement or failed to perform its obligations.

18.7 Service Credits

Where expressly provided by an applicable agreement, Service Credits may be issued in connection with qualifying service interruptions or other contractual service commitments.

Unless otherwise stated:

Service Credits apply only to future Services.
Service Credits are the exclusive contractual remedy for the qualifying event giving rise to the Credit.
Service Credits shall not be exchanged for cash.
Service Credits shall not create refund rights.
Service Credits shall not exceed the maximum amount permitted under the applicable agreement.

Service Credits shall be available only where specifically authorized by Reprosify or required under an executed written agreement.

18.8 Referral and Incentive Credits

Reprosify may offer Credits in connection with referral programs, affiliate programs, partner programs, customer incentive programs, or other promotional initiatives.

Eligibility for such Credits may depend upon:

Successful referral validation.
Compliance with program rules.
Payment by referred Customers.
Completion of qualifying transactions.
Account standing.
Fraud prevention review.
Other program requirements established by Reprosify.

Credits obtained through fraud, manipulation, duplicate accounts, self-referrals, or abuse may be revoked without notice.

18.9 Billing Adjustments

From time to time, Reprosify may issue Credits to correct billing discrepancies, administrative errors, duplicate charges, system malfunctions, pricing corrections, or other legitimate billing adjustments.

Such Credits shall not:

Constitute an admission of wrongdoing.
Modify the applicable agreement.
Waive any future billing rights.
Establish future pricing.
Create continuing Credit eligibility.

18.10 Application of Credits

Unless otherwise expressly stated in writing, Reprosify shall determine the order and manner in which Credits are applied.

Credits may be applied toward:

Membership Fees.
Subscription Fees.
Professional Service Fees.
Renewal Fees.
Future purchases.
Eligible invoices.
Other designated charges.

Credits shall not automatically apply to every product or Service.

Certain Fees may be expressly excluded from Credit eligibility.

18.11 Expiration of Credits

Unless otherwise stated in writing, all Credits expire on the earliest of:

The expiration date specified by Reprosify.
Account closure.
Membership cancellation.
Subscription termination.
Program expiration.
Product discontinuation.
Customer ineligibility.
Fraud determination.
Material breach of this Policy.
Dissolution of the Customer’s business entity.
Such other date established in the applicable promotional or contractual documentation.

Expired Credits shall automatically terminate without compensation.

18.12 Non-Transferability

Unless expressly authorized by Reprosify in writing, Credits:

Are personal to the eligible Customer.
May not be assigned.
May not be transferred.
May not be sold.
May not be pledged.
May not be licensed.
May not be inherited.
May not be exchanged between Accounts.

Unauthorized transfers are void.

18.13 No Cash Value

Except where expressly required by applicable law:

Credits have no cash value.
Credits shall not be redeemed for money.
Credits shall not be withdrawn.
Credits shall not earn interest.
Credits shall not constitute stored value.
Credits shall not constitute prepaid funds.
Credits shall not be treated as bank deposits.
Credits shall not create any fiduciary relationship between Reprosify and the Customer.

The Customer acquires only a limited contractual right to apply eligible Credits in accordance with this Policy.

18.14 Credits and Cancellations

Unless expressly stated otherwise in a written agreement:

Unused Credits are forfeited upon cancellation.
Credits shall not survive termination of the applicable Account.
Credits shall not create refund rights.
Credits shall not reduce outstanding balances that became due before cancellation.
Credits shall not offset Closing Fees, Referral Fees, or other earned Fees unless expressly authorized by Reprosify.

Customers who reenroll following cancellation shall not be entitled to restoration of previously forfeited Credits unless expressly approved in writing by Reprosify.

18.15 Revocation of Credits

Reprosify reserves the right to revoke, cancel, reverse, adjust, or remove Credits that were:

Issued in error.
Obtained through fraud.
Obtained through abuse.
Obtained through material misrepresentation.
Duplicated due to system malfunction.
Granted contrary to published program rules.
Applied improperly.
Associated with chargebacks or payment reversals.
Connected to Accounts in material breach of this Policy.

Reprosify may recover the value of improperly used Credits through future billing adjustments or any other lawful means.

18.16 No Vested Rights

The issuance, availability, or use of Credits shall not create:

A property interest.
A contractual entitlement beyond the applicable Credit.
A continuing right to future Credits.
A guarantee that similar Credits will be issued.
A permanent pricing benefit.
A continuing commercial concession.

Credits remain a limited contractual accommodation governed exclusively by this Policy and any applicable agreements.

18.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, interpret, administer, suspend, discontinue, replace, revoke, limit, or expand any Credit program, Credit category, eligibility requirement, expiration policy, redemption process, or application methodology at any time.

Nothing contained in this Chapter shall obligate Reprosify to issue, maintain, honor, renew, replace, or restore any Credit except where expressly required by an executed written agreement or applicable law.

Chapter 19. Promotional Credits

19.1 Purpose

This Chapter establishes the terms governing Promotional Credits offered by Reprosify.

Promotional Credits are discretionary incentives issued by Reprosify for marketing, promotional, customer acquisition, customer retention, referral, loyalty, educational, strategic partnership, product launch, pilot program, beta testing, or other commercial initiatives.

Promotional Credits are intended solely to encourage participation in eligible programs and shall not be construed as cash, refunds, rebates, stored value, gift cards, prepaid funds, or vested financial rights.

Unless expressly stated otherwise in a separately executed written agreement, all Promotional Credits are governed exclusively by this Policy.

19.2 Promotional Credit Programs

Reprosify may establish Promotional Credit programs at any time for current or future products and Services.

Examples include, without limitation:

Welcome Credits.
New Customer Credits.
Onboarding Credits.
Referral Credits.
Affiliate Credits.
Partner Program Credits.
Loyalty Credits.
Retention Credits.
Beta Program Credits.
Pilot Program Credits.
Product Launch Credits.
Founding Member Credits.
Marketing Campaign Credits.
Event Participation Credits.
Educational Program Credits.
Webinar Credits.
Promotional Giveaway Credits.
Contest Credits.
Social Media Campaign Credits.
Customer Appreciation Credits.
Upgrade Incentive Credits.
Bundle Purchase Credits.
Seasonal Promotional Credits.
Holiday Campaign Credits.
Marketplace Credits.
Advertising Credits.
Future Promotional Credit programs established by Reprosify.

The existence of one Promotional Credit program shall not require Reprosify to establish or continue any other Promotional Credit program.

19.3 Eligibility

Eligibility for Promotional Credits shall be determined solely by Reprosify.

Eligibility may depend upon one or more factors, including:

Enrollment during a specified promotional period.
Purchase of designated products or Services.
Membership Plan.
Subscription Plan.
Enterprise Agreement.
Geographic location.
Customer category.
Referral source.
Affiliate relationship.
Promotional code.
Campaign participation.
Event attendance.
Customer tenure.
Payment status.
Account standing.
Compliance with this Policy.
Compliance with applicable agreements.
Satisfaction of minimum purchase requirements.
Other eligibility criteria established by Reprosify.

Reprosify may require documentation or verification before issuing Promotional Credits.

19.4 Issuance of Promotional Credits

Promotional Credits may be issued automatically or manually.

Credits may be awarded through:

Customer enrollment.
Promotional campaigns.
Referral validation.
Affiliate programs.
Marketing initiatives.
Customer appreciation programs.
Sales promotions.
Partner programs.
Enterprise agreements.
Customer support resolutions.
Administrative adjustments.
Other methods determined by Reprosify.

Issuance of Promotional Credits remains entirely within Reprosify’s discretion unless expressly required by an executed written agreement.

19.5 Nature of Promotional Credits

Unless expressly stated otherwise in writing, Promotional Credits:

Have no cash value.
Are not redeemable for money.
Are not refundable.
Are not transferable.
Are not assignable.
Are not exchangeable.
Do not accrue interest.
Are not negotiable instruments.
Are not prepaid balances.
Are not bank deposits.
Are not gift certificates.
Are not stored-value products.

The Customer receives only a limited contractual right to apply Promotional Credits in accordance with this Policy.

19.6 Permitted Uses

Promotional Credits may only be applied toward products, Services, Fees, or purchases specifically designated by Reprosify.

Unless otherwise stated, Promotional Credits may be used only toward eligible future purchases and shall not be applied to:

Previously paid invoices.
Past-due balances.
Collection accounts.
Taxes.
Government fees.
Third-party charges.
Payment processing fees.
Chargebacks.
Bank fees.
Late fees.
Interest charges.
Legal costs.
Collection costs.
Closing Fees.
Referral Fees.
Other excluded charges identified by Reprosify.

Reprosify reserves the right to determine which charges are eligible for Promotional Credit redemption.

19.7 Promotional Credit Expiration

Unless otherwise expressly stated in writing, Promotional Credits expire upon the earliest occurrence of:

The expiration date communicated by Reprosify.
Completion of the applicable promotional campaign.
Expiration of the promotional period.
Cancellation of the applicable Membership.
Cancellation of the applicable Subscription.
Account closure.
Termination of Services.
Customer ineligibility.
Product discontinuation.
Program discontinuation.
Fraud determination.
Material breach of this Policy.
Any other expiration event identified in the applicable promotional materials.

Expired Promotional Credits automatically terminate without compensation.

19.8 Promotional Credits and Renewals

Unless expressly stated otherwise in writing:

Promotional Credits apply only during the promotional period for which they were issued.
Promotional Credits do not automatically renew.
Promotional Credits do not carry forward into future Billing Cycles.
Promotional Credits do not create recurring discounts.
Promotional Credits do not establish permanent pricing.

Renewal pricing shall be governed by the applicable Membership, Subscription, or Service then in effect.

19.9 Promotional Credits and Cancellations

Unless expressly provided otherwise in a written agreement:

Promotional Credits are immediately forfeited upon cancellation or termination of the applicable Account, Membership, Subscription, or Service.
Promotional Credits shall not survive account closure.
Promotional Credits shall not be converted into refunds or cash.
Promotional Credits shall not reduce any Fees earned before cancellation.
Promotional Credits shall not offset outstanding balances unless expressly approved by Reprosify.

Customers who reenroll after cancellation shall not be entitled to restoration of previously forfeited Promotional Credits.

19.10 Promotional Credits and Chargebacks

If a Customer initiates a chargeback, payment reversal, ACH return, unauthorized transaction claim, or other payment dispute relating to a transaction through which Promotional Credits were earned or issued, Reprosify may, in its sole discretion:

Immediately revoke all associated Promotional Credits.
Reverse previously applied Promotional Credits.
Suspend redemption privileges.
Offset improperly redeemed Promotional Credits against future invoices.
Recover the value of improperly redeemed Promotional Credits through any lawful means.

Nothing in this Section limits Reprosify’s other contractual or legal remedies.

19.11 Promotional Credits Obtained Through Error

If Promotional Credits are issued due to:

Administrative error.
System malfunction.
Technical failure.
Pricing error.
Programming error.
Duplicate issuance.
Fraud.
Customer misrepresentation.
Unauthorized account activity.
Internal processing error.

Reprosify reserves the right to:

Revoke the Promotional Credits.
Correct account balances.
Reverse redemptions.
Recover improperly applied Promotional Credits.
Suspend redemption privileges pending investigation.

The correction of an error shall not constitute a breach of this Policy.

19.12 Fraud and Abuse

Promotional Credits may not be obtained or used through:

False information.
Multiple Accounts created to obtain duplicate benefits.
Self-referrals.
Referral manipulation.
Artificial transactions.
Automated abuse.
Promotional code sharing contrary to program rules.
Unauthorized resale.
Misrepresentation.
Identity fraud.
Payment fraud.
Account manipulation.
Any other conduct reasonably determined by Reprosify to constitute abuse.

Reprosify may revoke Promotional Credits and terminate participation in Promotional Credit programs without prior notice where fraud or abuse is reasonably suspected.

19.13 Combination with Other Incentives

Unless expressly authorized by Reprosify in writing, Promotional Credits may not be combined with:

Promotional Pricing.
Discounts.
Coupons.
Rebates.
Referral incentives.
Affiliate incentives.
Loyalty incentives.
Volume discounts.
Enterprise pricing.
Employee pricing.
Legacy pricing.
Founding Member pricing.
Other Promotional Credit programs.

Where multiple incentives may apply, Reprosify shall determine which incentive or combination of incentives will govern the transaction.

19.14 No Property Rights

Promotional Credits do not constitute:

Personal property.
Financial assets.
Stored monetary value.
Deposit accounts.
Securities.
Investment interests.
Ownership interests.
Trust property.
Fiduciary assets.
Escrowed funds.

Customers acquire only the limited contractual right expressly granted under this Policy.

19.15 No Continuing Entitlement

Participation in one Promotional Credit program shall not create any continuing expectation or contractual right to:

Future Promotional Credits.
Similar Promotional Credit amounts.
Continued eligibility.
Automatic renewal of Promotional Credits.
Equivalent future promotional offers.
Permanent account benefits.

Each Promotional Credit program is independent and may be modified or discontinued without creating liability to the extent permitted by applicable law.

19.16 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, interpret, administer, suspend, discontinue, replace, limit, revoke, expand, or terminate any Promotional Credit program, eligibility criteria, expiration policy, redemption rules, promotional campaign, or related benefit at any time.

Nothing contained in this Chapter shall obligate Reprosify to continue offering Promotional Credits, maintain any Promotional Credit program, or issue Promotional Credits to any Customer except where expressly required by an executed written agreement or applicable law.

Chapter 20. Credit Back Programs

20.1 Purpose

This Chapter establishes the terms governing all Credit Back Programs offered by Reprosify.

Credit Back Programs are discretionary customer incentive programs through which eligible Customers may receive future Account Credits, Service Credits, Promotional Credits, Membership Credits, Subscription Credits, or other non-cash Credits based upon qualifying activities, purchases, participation, loyalty, business performance, promotional campaigns, customer retention initiatives, or other commercial programs established by Reprosify.

Unless expressly stated in a separately executed written agreement, participation in any Credit Back Program does not entitle the Customer to cash payments, refunds, reimbursements, rebates, or any form of monetary compensation.

20.2 Nature of Credit Back Programs

Credit Back Programs are intended solely as customer incentive programs.

Unless expressly stated otherwise:

Credit Back Programs do not constitute refund programs.
Credit Back Programs do not create vested financial rights.
Credit Back Programs are promotional in nature.
Credit Back Programs are voluntary business initiatives.
Credit Back Programs do not modify the Customer’s payment obligations.
Credit Back Programs do not alter earned Fees.
Credit Back Programs do not create ownership rights in any funds.

Any Credits awarded through a Credit Back Program shall remain subject to the Credits and Promotional Credits Chapters of this Policy.

20.3 Eligible Programs

Reprosify may establish one or more Credit Back Programs including, without limitation:

Loyalty Credit Back Programs.
Membership Renewal Credit Back Programs.
Customer Appreciation Programs.
Performance Incentive Programs.
Referral Credit Back Programs.
Marketing Participation Programs.
Enterprise Reward Programs.
Brokerage Reward Programs.
Volume Purchase Programs.
Annual Spending Programs.
Strategic Partner Programs.
Product Launch Programs.
Pilot Programs.
Beta Programs.
Early Adopter Programs.
Customer Retention Programs.
Multi-Service Reward Programs.
Future Credit Back Programs established by Reprosify.

Participation in one program shall not create eligibility for any other program.

20.4 Eligibility

Eligibility for a Credit Back Program shall be determined solely by Reprosify.

Eligibility criteria may include, without limitation:

Continuous active Membership.
Continuous Subscription.
Timely payment history.
Account standing.
Purchase volume.
Length of customer relationship.
Product usage.
Number of transactions.
Number of referrals.
Renewal history.
Compliance with this Policy.
Compliance with applicable agreements.
Participation in designated campaigns.
Achievement of performance benchmarks.
Enterprise commitments.
Other commercial criteria established by Reprosify.

Reprosify may require verification of eligibility before issuing any Credit Back benefit.

20.5 Qualifying Transactions

Only transactions specifically designated by Reprosify shall qualify for a Credit Back Program.

Unless expressly stated otherwise:

The following may be excluded from qualification:

Taxes.
Government fees.
Third-party expenses.
Advertising expenditures.
Payment processing fees.
Chargeback fees.
Collection costs.
Interest.
Late Fees.
Legal expenses.
Custom Services.
Professional Services.
Third-party software licenses.
Other excluded Fees designated by Reprosify.

20.6 Issuance of Credit Back Benefits

Credit Back benefits may be issued:

Automatically.
Periodically.
Upon request.
Following verification.
At renewal.
Upon completion of qualifying milestones.
Following completion of promotional campaigns.
At the conclusion of designated measurement periods.
Through manual administrative approval.
By any other method established by Reprosify.

The timing of issuance shall be determined solely by Reprosify unless otherwise provided by written agreement.

20.7 Form of Credit Back Benefits

Unless expressly stated otherwise, Credit Back benefits shall be issued solely as:

Account Credits.
Billing Credits.
Membership Credits.
Subscription Credits.
Promotional Credits.
Service Credits.
Future Purchase Credits.
Other non-cash Credits determined by Reprosify.

Credit Back benefits shall not be paid as:

Cash.
Checks.
Wire transfers.
ACH payments.
Cryptocurrency.
Gift cards.
Cash equivalents.
Refunds.
Reimbursements.
Monetary rebates.

20.8 No Cash Redemption

Except where required by applicable law or expressly provided in an executed written agreement:

Credit Back benefits have no cash value.
Credit Back benefits may not be redeemed for money.
Credit Back benefits may not be withdrawn.
Credit Back benefits may not be exchanged for refunds.
Credit Back benefits may not be transferred to financial institutions.
Credit Back benefits shall remain contractual incentives only.

20.9 Application of Credit Back Benefits

Credit Back benefits may be applied only toward eligible future purchases designated by Reprosify.

Unless otherwise stated, Credit Back benefits may be applied toward:

Membership Fees.
Subscription Fees.
Renewal Fees.
Eligible software subscriptions.
Eligible Service Fees.
Future purchases.
Other qualifying products.

Credit Back benefits shall not automatically apply to all Fees or products.

20.10 Expiration

Unless otherwise specified, Credit Back benefits expire upon the earliest of:

The stated expiration date.
Cancellation of the applicable Account.
Membership termination.
Subscription termination.
Account closure.
Program expiration.
Customer ineligibility.
Material breach of this Policy.
Fraud determination.
Product discontinuation.
Business dissolution of the Customer.
Any expiration event established by Reprosify.

Expired Credit Back benefits are automatically forfeited.

20.11 Continuous Eligibility

Certain Credit Back Programs may require continuous participation.

Unless otherwise stated, Customers must continuously maintain:

Active Membership.
Active Subscription.
Good payment standing.
Compliance with this Policy.
Compliance with applicable agreements.
Required usage levels, if applicable.
Eligibility criteria established by Reprosify.

Loss of eligibility may result in forfeiture of accrued but unused Credit Back benefits.

20.12 Cancellation and Termination

Unless expressly stated otherwise in writing:

Cancellation, suspension, termination, expiration, or closure of an Account immediately terminates participation in all Credit Back Programs.

Upon cancellation:

Unused Credit Back benefits are forfeited.
Pending Credit Back benefits shall not vest.
Future Credit Back benefits shall not accrue.
Previously earned Credits remain subject to the Credits Chapter of this Policy, if still valid and not otherwise forfeited.

Participation in a Credit Back Program does not survive cancellation unless expressly authorized by Reprosify.

20.13 Fraud and Abuse

Customers shall not manipulate, exploit, or abuse any Credit Back Program.

Examples include:

Creating multiple Accounts.
Artificial purchases.
Artificial cancellations and reenrollments.
Fraudulent referrals.
Payment manipulation.
Chargeback abuse.
Misrepresentation.
Automated abuse.
Transaction manipulation.
Any activity intended to improperly obtain Credit Back benefits.

Reprosify may revoke all Credit Back benefits and terminate participation immediately upon reasonable suspicion of fraud or abuse.

20.14 Modification and Discontinuation

Reprosify may, at any time and in its sole discretion, subject to applicable law:

Introduce new Credit Back Programs.
Modify eligibility requirements.
Change qualification criteria.
Modify Credit Back percentages or amounts.
Adjust expiration periods.
Revise redemption procedures.
Merge programs.
Separate programs.
Suspend programs.
Replace programs.
Permanently discontinue programs.

Such changes shall generally apply prospectively unless otherwise permitted by law.

20.15 No Vested Rights

Participation in a Credit Back Program does not create:

A contractual guarantee of future benefits.
A vested financial interest.
A property right.
An ownership interest.
A continuing commercial entitlement.
A guarantee of future Credit Back opportunities.
A right to equivalent future programs.

Each Credit Back Program is a discretionary commercial initiative that may be modified or discontinued by Reprosify.

20.16 Relationship to Other Programs

Credit Back Programs operate independently from:

Promotional Pricing.
Discounts.
Promotional Credits.
General Credits.
Loyalty Programs.
Referral Programs.
Membership Benefits.
Subscription Benefits.
Enterprise pricing arrangements.
Other commercial incentive programs.

Unless expressly authorized by Reprosify, participation in one program does not create eligibility for, or combine with, another incentive program.

20.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the exclusive right to establish, interpret, administer, modify, suspend, expand, restrict, replace, merge, separate, discontinue, or terminate any Credit Back Program, including its eligibility requirements, qualification criteria, calculation methods, issuance procedures, expiration policies, and redemption rules.

Nothing contained in this Chapter shall obligate Reprosify to continue any Credit Back Program, maintain any level of Credit Back benefits, or provide Credit Back opportunities to any Customer unless expressly required by a separately executed written agreement.

Chapter 21. Payment Methods

21.1 Purpose

This Chapter establishes the terms governing all Payment Methods accepted by Reprosify for the purchase of Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software, digital products, professional services, advertising programs, referral programs, consulting services, and all other products and Services.

Customers are responsible for maintaining at least one valid Payment Method throughout the duration of their relationship with Reprosify unless otherwise agreed in writing.

21.2 Accepted Payment Methods

Reprosify may accept one or more Payment Methods, including but not limited to:

Credit cards.
Debit cards.
Automated Clearing House (ACH) transfers.
Electronic funds transfers (EFT).
Bank account debits.
Wire transfers.
Digital wallets.
Mobile payment platforms.
Real-time payment networks.
Payment processor accounts.
Corporate purchasing accounts.
Business credit accounts.
Certified funds.
Checks, where expressly approved.
Financing arrangements approved by Reprosify.
Third-party payment services.
International payment services.
Future electronic payment technologies adopted by Reprosify.

Acceptance of a particular Payment Method for one transaction does not obligate Reprosify to continue accepting that Payment Method for future transactions.

21.3 Authorized Payment Method

Before purchasing any product or Service, the Customer shall provide a valid and authorized Payment Method acceptable to Reprosify.

By providing a Payment Method, the Customer represents and warrants that:

The Customer is legally authorized to use the Payment Method.
All payment information is accurate and complete.
The Payment Method has not been obtained unlawfully.
The Payment Method has sufficient available funds or credit.
The Payment Method will remain valid throughout the applicable Billing Cycle unless promptly updated.
The Customer has authority to authorize recurring or one-time charges, as applicable.

Providing false, expired, unauthorized, or fraudulent payment information constitutes a material breach of this Policy.

21.4 Authorization to Charge

By enrolling in any Membership, Subscription, or Service, the Customer expressly authorizes Reprosify and its designated payment processors to charge the Payment Method on file for all amounts due under this Policy and any applicable agreement.

Authorized charges may include, without limitation:

Membership Fees.
Subscription Fees.
Setup Fees.
Activation Fees.
Onboarding Fees.
Professional Service Fees.
Consulting Fees.
Development Fees.
Implementation Fees.
Marketing Fees.
Advertising Fees.
Data Fees.
Usage Fees.
Renewal Fees.
Taxes.
Governmental charges.
Approved third-party costs.
Late Fees.
Collection costs where permitted by law.
Interest where permitted by law.
Other amounts expressly authorized by the Customer or provided under the applicable agreement.

This authorization remains effective until all obligations owed to Reprosify have been fully satisfied or the authorization otherwise expires under applicable law.

21.5 Recurring Payment Authorization

For recurring Memberships and Subscription Plans, the Customer authorizes Reprosify to automatically charge the Payment Method on file at each applicable Billing Cycle without requiring additional authorization for each recurring payment.

Recurring payment authorization includes:

Initial enrollment.
Automatic renewals.
Recurring Subscription Fees.
Recurring Membership Fees.
Approved recurring add-on Services.
Adjustments resulting from upgrades or modifications authorized by the Customer.

This authorization survives replacement of an individual payment card where supported by applicable payment network account updater services.

21.6 Customer Responsibility

Customers are solely responsible for maintaining accurate and current payment information.

Customers shall promptly update:

Expired credit cards.
Reissued payment cards.
New account numbers.
Updated expiration dates.
Billing addresses.
Bank account information.
ACH authorizations.
Payment processor accounts.
Corporate billing information.
Any other information affecting payment processing.

Failure to maintain current payment information shall not relieve the Customer of payment obligations.

21.7 Replacement Payment Methods

If a Payment Method expires, is replaced, or becomes unavailable, Reprosify may, where supported by applicable payment networks or payment processors, obtain updated payment credentials through account updater services or similar technologies.

The Customer authorizes Reprosify to continue processing authorized recurring payments using such updated payment credentials unless prohibited by applicable law.

21.8 Payment Processor Authorization

Customers acknowledge that Reprosify may utilize one or more independent payment processors, financial institutions, banks, merchant service providers, or payment gateways to process transactions.

Customers authorize Reprosify to transmit payment information reasonably necessary to:

Process payments.
Verify payment methods.
Prevent fraud.
Comply with legal obligations.
Resolve payment disputes.
Process refunds where applicable.
Process recurring billing.
Verify identity.
Maintain payment records.

Payment processing remains subject to the applicable payment processor’s operational requirements.

21.9 International Payments

Customers located outside the jurisdiction in which payment is processed may incur:

Currency conversion charges.
International banking fees.
Wire transfer fees.
Exchange rate adjustments.
Cross-border transaction fees.
Government assessments.
Taxes.
Other financial institution charges.

Such charges are the sole responsibility of the Customer unless otherwise agreed in writing.

21.10 Failed Payment Methods

If any Payment Method is declined, rejected, reversed, suspended, expired, or otherwise unavailable, Reprosify may, in its sole discretion:

Retry the transaction.
Attempt collection using another authorized Payment Method.
Suspend Services.
Delay activation.
Restrict Account access.
Assess applicable Late Fees where permitted.
Require an alternative Payment Method.
Initiate collection procedures.
Decline future purchases.
Exercise any other contractual or legal remedy.

Failure of a Payment Method does not cancel the Customer’s contractual payment obligations.

21.11 Multiple Payment Methods

Customers may provide more than one Payment Method.

Unless prohibited by law or otherwise agreed in writing, the Customer authorizes Reprosify to process authorized charges using any valid Payment Method associated with the Customer’s Account if the primary Payment Method fails.

Reprosify is not obligated to attempt collection using every available Payment Method before exercising its contractual rights.

21.12 Partial Payments

Acceptance of a partial payment shall not constitute:

Satisfaction of the total amount owed.
Modification of the applicable agreement.
Waiver of remaining balances.
Accord and satisfaction.
Waiver of default.
Waiver of collection rights.

Unless expressly agreed in writing, all remaining unpaid balances remain immediately due.

21.13 Verification of Payment Methods

Reprosify reserves the right to verify any Payment Method before processing transactions.

Verification procedures may include:

Temporary authorization holds.
Micro-deposit verification.
Identity verification.
Address verification.
Security code verification.
Fraud prevention screening.
Third-party verification services.
Financial institution confirmation.
Other commercially reasonable verification procedures.

Verification does not guarantee future payment approval.

21.14 Security

Reprosify employs commercially reasonable administrative, technical, and organizational safeguards designed to protect payment information.

However, no payment processing system can guarantee absolute security.

Customers remain responsible for protecting their own payment credentials, devices, passwords, authentication methods, and account access.

21.15 Payment Restrictions

Reprosify reserves the right to decline, suspend, or refuse any Payment Method that:

Cannot be verified.
Is associated with suspected fraud.
Has previously resulted in chargebacks.
Violates applicable law.
Presents unreasonable financial risk.
Is associated with sanctions or prohibited jurisdictions.
Is otherwise unacceptable under Reprosify’s risk management policies.

Reprosify may require alternative payment arrangements before continuing Services.

21.16 Changes to Accepted Payment Methods

Reprosify reserves the right to:

Add new Payment Methods.
Remove existing Payment Methods.
Change payment processors.
Modify payment technologies.
Introduce new payment platforms.
Require specific Payment Methods for certain products or Services.
Discontinue acceptance of certain payment types.

Such changes shall apply prospectively unless otherwise required by applicable law.

21.17 No Waiver of Payment Obligations

The inability to process a payment due to:

An expired card.
Insufficient funds.
Closed accounts.
Payment processor failures.
Bank errors.
Customer mistakes.
Technical issues.
International payment restrictions.
Fraud prevention measures.

shall not relieve the Customer of any obligation to pay amounts owed under this Policy or any applicable agreement.

Customers remain responsible for promptly curing any failed payment and maintaining a valid Payment Method.

21.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, interpret, administer, restrict, expand, suspend, discontinue, or replace accepted Payment Methods, payment processors, billing technologies, payment verification procedures, security measures, recurring payment mechanisms, and related payment administration practices at any time.

Nothing contained in this Chapter shall obligate Reprosify to continue accepting any particular Payment Method, payment processor, financial institution, or payment technology beyond the period determined appropriate by Reprosify or required by applicable law.

Chapter 22. Authorization to Charge

22.1 Purpose

This Chapter establishes the Customer’s authorization for Reprosify to initiate, process, collect, and settle payments associated with Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software, digital products, professional services, advertising services, referral programs, consulting services, technology platforms, and all other products and Services offered by Reprosify.

This authorization is a material condition of the Customer’s enrollment, purchase, activation, continued use, renewal, and receipt of Services.

22.2 Express Authorization

By creating an Account, accepting this Policy, executing an agreement, submitting an order, enrolling in a Membership or Subscription, providing a Payment Method, authorizing a payment, or otherwise purchasing any product or Service, the Customer expressly authorizes Reprosify and its authorized payment processors to charge all amounts that become due under this Policy and any applicable agreement.

This authorization applies whether payment is processed:

Electronically.
Online.
Through a payment processor.
By credit card.
By debit card.
Through ACH or EFT.
By bank transfer.
Through a digital wallet.
By invoice.
Through recurring billing.
Through any other approved payment mechanism.

22.3 Charges Covered by This Authorization

Unless prohibited by applicable law or expressly limited by a written agreement, the Customer authorizes Reprosify to charge all amounts properly due, including but not limited to:

Membership Fees.
Subscription Fees.
Licensing Fees.
Activation Fees.
Enrollment Fees.
Setup Fees.
Onboarding Fees.
Professional Service Fees.
Consulting Fees.
Development Fees.
Implementation Fees.
Training Fees.
Support Fees.
Maintenance Fees.
Hosting Fees.
API Fees.
Marketing Fees.
Advertising Fees.
Lead generation Fees.
Referral Fees.
Closing Fees.
Success Fees.
Transaction Fees.
Usage-based charges.
Overage charges.
Add-on Services.
Premium feature charges.
Enterprise Fees.
Custom Service Fees.
Data service charges.
Taxes.
Government assessments.
Approved third-party costs.
Late Fees.
Collection costs where permitted by law.
Interest where permitted by law.
Any other amounts expressly authorized under an applicable agreement.

22.4 Initial Charges

The Customer authorizes Reprosify to process the initial payment required to activate the selected Membership, Subscription, or Service.

Initial charges may be processed immediately upon:

Enrollment.
Execution of an agreement.
Acceptance of an Order Form.
Acceptance of a proposal.
Completion of online registration.
Service Activation.
Approval of the Customer’s application.
Satisfaction of enrollment requirements.

The timing of processing may vary depending upon the applicable product or Service.

22.5 Recurring Charges

For recurring Memberships, Subscription Plans, maintenance programs, support services, or other recurring Services, the Customer authorizes Reprosify to automatically charge the Payment Method on file at each applicable Billing Cycle without requiring additional authorization before each transaction.

Recurring authorization includes:

Renewals.
Monthly charges.
Quarterly charges.
Annual charges.
Multi-year renewals.
Recurring Service Fees.
Recurring Membership Fees.
Recurring Subscription Fees.
Authorized recurring add-on Services.

This authorization remains effective until properly revoked in accordance with this Policy and applicable law.

22.6 Variable Charges

Certain Services may involve charges that vary over time.

Where applicable, the Customer authorizes Reprosify to charge amounts determined by:

Usage.
Number of users.
Number of seats.
Number of transactions.
Advertising spend.
Data consumption.
API usage.
Additional Service requests.
Customer-authorized upgrades.
Expansion of territories.
Additional software modules.
Professional Services requested by the Customer.
Other pricing methodologies described in the applicable agreement.

Variable charges shall be calculated in accordance with the applicable pricing structure governing the purchased Services.

22.7 Automatic Renewals

Where automatic renewal applies, the Customer authorizes Reprosify to process renewal charges using the Payment Method on file at the beginning of each Renewal Term.

Unless otherwise required by applicable law:

Additional payment authorization shall not be required.
Renewal pricing may differ from initial pricing.
Promotional pricing may expire.
Standard pricing or then-current pricing may apply.

Automatic renewal is governed by the Renewal provisions contained elsewhere in this Policy.

22.8 Add-On Products and Services

The Customer authorizes Reprosify to process payment for any optional products or Services expressly requested or approved by the Customer, including but not limited to:

Additional users.
Additional licenses.
Additional territories.
Premium support.
Marketing campaigns.
Advertising purchases.
Software modules.
AI services.
Data services.
Consulting engagements.
Professional Services.
Custom development.
Future add-on offerings.

Charges for optional Services shall be processed in accordance with the applicable pricing communicated at the time of purchase.

22.9 Taxes and Government Charges

The Customer authorizes Reprosify to collect and process all applicable taxes, governmental assessments, duties, regulatory charges, or similar amounts required by applicable law in connection with the purchased products or Services.

Unless otherwise stated in writing, taxes are charged in addition to published prices.

22.10 Third-Party Costs

Where the Customer authorizes Reprosify to incur approved third-party expenses on the Customer’s behalf, including advertising expenditures, software licensing, domain registrations, hosting, telecommunications, integrations, data services, or similar costs, the Customer authorizes Reprosify to charge such approved amounts to the Payment Method on file or invoice the Customer in accordance with the applicable agreement.

22.11 Payment Method Updates

The Customer authorizes Reprosify to continue processing authorized charges using updated payment credentials obtained through lawful payment account updater services or similar technologies supported by applicable payment networks or payment processors.

The Customer remains responsible for maintaining accurate payment information at all times.

22.12 Multiple Payment Methods

If multiple Payment Methods are associated with the Customer’s Account, the Customer authorizes Reprosify, unless prohibited by applicable law, to process authorized charges using any valid Payment Method associated with the Account if the primary Payment Method cannot be successfully charged.

Nothing in this Section obligates Reprosify to attempt collection using every available Payment Method.

22.13 Failed Transactions

If an authorized transaction is declined, rejected, reversed, returned unpaid, or otherwise unsuccessful, the Customer authorizes Reprosify to:

Retry the transaction.
Attempt collection using another authorized Payment Method.
Suspend Services.
Delay activation.
Restrict Account access.
Assess applicable Late Fees where permitted.
Invoice outstanding balances.
Initiate collection procedures.
Exercise any other contractual or legal remedy.

Failure of a payment transaction does not revoke this authorization or eliminate the Customer’s payment obligations.

22.14 Continuing Authorization

This authorization shall remain effective throughout the Customer’s relationship with Reprosify and shall continue until:

All outstanding obligations have been fully satisfied.
The applicable Services have been properly cancelled.
Any required post-cancellation charges have been processed.
All surviving payment obligations have been fulfilled.
The authorization otherwise expires under applicable law.

Cancellation of Services does not automatically revoke authorization for charges that became due before the effective cancellation date.

22.15 No Requirement for Additional Approval

Except where expressly required by applicable law or by a separately executed written agreement, Reprosify shall not be required to obtain additional approval before processing:

Scheduled recurring charges.
Renewal charges.
Previously authorized Fees.
Customer-approved upgrades.
Customer-approved add-on purchases.
Taxes.
Approved third-party expenses.
Charges expressly authorized under applicable agreements.

The Customer acknowledges that this continuing authorization is an essential condition of providing recurring Services.

22.16 Revocation of Authorization

A Customer may revoke future recurring payment authorization only by:

Properly cancelling the applicable recurring Service in accordance with this Policy.
Providing any additional notice required by applicable law.
Satisfying all outstanding payment obligations.

Revocation shall apply prospectively only.

Revocation shall not affect:

Charges already processed.
Charges that became due before revocation.
Outstanding balances.
Fees already earned.
Surviving contractual payment obligations.

22.17 Electronic Authorization

The Customer agrees that electronic acceptance of this authorization, including acceptance through online enrollment, electronic signature, click-through agreement, digital acknowledgment, Account registration, or other electronic means, shall constitute legally binding authorization equivalent to a handwritten signature to the fullest extent permitted by applicable law.

Electronic records maintained by Reprosify shall constitute prima facie evidence of the Customer’s authorization unless proven otherwise by clear and convincing evidence.

22.18 Survival

The Customer’s authorization to charge survives cancellation, suspension, expiration, termination, or closure of an Account solely to the extent necessary to process:

Previously authorized transactions.
Outstanding balances.
Earned Fees.
Renewal charges incurred before effective cancellation.
Chargeback reversals.
Collection-related amounts.
Taxes.
Government assessments.
Other surviving payment obligations permitted by applicable law and the applicable agreements.

22.19 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to determine the timing, sequence, payment processor, billing methodology, settlement process, authorization procedures, fraud prevention measures, retry procedures, and payment administration practices used to process authorized transactions.

Nothing contained in this Chapter shall obligate Reprosify to continue accepting any particular Payment Method or payment technology, nor shall it limit Reprosify’s right to adopt new payment technologies, processors, authorization procedures, or billing systems as they become commercially available.

Chapter 23. Account Updater

23.1 Purpose

This Chapter establishes the terms governing Reprosify’s use of Account Updater Services and similar payment credential update technologies.

Account Updater Services are intended to minimize interruptions to Memberships, Subscription Plans, Enterprise Services, Custom Services, and other recurring products by allowing authorized payment credentials to be updated when payment cards or other Payment Methods are replaced, renewed, reissued, or otherwise modified by the issuing financial institution.

Customers acknowledge that the use of Account Updater Services benefits both the Customer and Reprosify by reducing failed payments, service interruptions, accidental cancellations, administrative burdens, and unnecessary payment disputes.

23.2 Account Updater Services

Reprosify may utilize one or more Account Updater Services offered by:

Credit card networks.
Debit card networks.
Payment processors.
Merchant acquiring banks.
Financial institutions.
Digital wallet providers.
Electronic payment platforms.
Payment gateway providers.
Banking partners.
Other authorized payment technology providers.

Such services may automatically provide updated payment credentials when available.

23.3 Customer Authorization

By providing a Payment Method and accepting this Policy, the Customer expressly authorizes Reprosify and its authorized payment processors to participate in Account Updater Services where available.

This authorization includes obtaining updated information such as:

New account numbers.
Replacement card numbers.
Updated expiration dates.
Replacement payment tokens.
Updated payment credentials.
Reissued card information.
Other payment credential updates lawfully provided through Account Updater Services.

The Customer acknowledges that this authorization forms part of the Customer’s continuing Authorization to Charge under this Policy.

23.4 Continuation of Billing Authorization

If an issuing financial institution or payment network updates the Customer’s payment credentials through an authorized Account Updater Service, the Customer’s previously granted Authorization to Charge shall automatically continue with respect to the updated Payment Method.

The Customer acknowledges that:

A replacement payment card does not terminate recurring payment authorization.
A new expiration date does not terminate recurring payment authorization.
A reissued account number does not terminate recurring payment authorization.
Updated payment credentials obtained through Account Updater Services may be used to process authorized recurring payments.

Additional authorization shall not be required unless otherwise required by applicable law.

23.5 Customer Responsibility

Although Account Updater Services may assist in maintaining current payment credentials, Customers remain solely responsible for maintaining accurate payment information.

Customers agree to promptly notify Reprosify of material changes affecting their Payment Method, including:

Cancellation of payment accounts.
Closure of bank accounts.
Revocation of payment authorization where permitted.
Fraud involving the Payment Method.
Replacement of business payment accounts.
Changes in billing information.
Changes in authorized account holders.
Any circumstance that may affect successful payment processing.

The availability of an Account Updater Service does not relieve the Customer of these responsibilities.

23.6 No Guarantee of Updates

Account Updater Services are provided by independent payment networks, financial institutions, and payment processors.

Accordingly, Reprosify does not warrant or guarantee that:

Updated payment credentials will always be available.
All issuing banks participate in Account Updater programs.
Every expired card will be updated.
Every replacement card will be reported.
Every recurring transaction will be successfully processed.
Payment interruptions will be prevented.

Customers remain responsible for ensuring that valid Payment Methods remain on file.

23.7 Failed Updates

If updated payment credentials are unavailable or unsuccessful, Reprosify may:

Notify the Customer.
Request updated payment information.
Retry authorized transactions.
Suspend Services.
Delay Service Activation.
Restrict Account access.
Apply applicable Late Fees where permitted by law.
Exercise any contractual or legal remedies available under this Policy.

Failure of an Account Updater Service does not relieve the Customer of payment obligations.

23.8 Security and Privacy

Payment credential updates obtained through Account Updater Services shall be handled in accordance with Reprosify’s Privacy Policy, applicable payment card industry requirements, contractual obligations with payment processors, and applicable laws governing payment information.

Reprosify shall implement commercially reasonable safeguards designed to protect updated payment information.

Nothing in this Chapter shall be interpreted as guaranteeing absolute security of electronic payment information.

23.9 Customer Opt-Out

Where permitted by applicable law or the applicable payment network, Customers may request that recurring billing authorization be revoked in accordance with the procedures established elsewhere in this Policy.

However:

Simply receiving a replacement payment card does not constitute revocation.
Closing an individual payment card without satisfying outstanding obligations does not cancel recurring Services.
Removing a Payment Method without properly cancelling the applicable Membership or Subscription does not terminate payment obligations.
Revocation of future payment authorization shall not affect previously authorized charges or amounts already due.

23.10 Payment Network Participation

Customers acknowledge that participation in Account Updater Services depends upon:

The issuing financial institution.
Payment card networks.
Merchant acquiring banks.
Payment processors.
Digital wallet providers.
Other third-party payment service providers.

Reprosify has no control over whether a financial institution elects to participate in an Account Updater program.

23.11 Future Payment Technologies

As payment technologies evolve, Reprosify may implement additional automated payment credential update services, tokenization technologies, digital wallet synchronization, secure credential management systems, account verification technologies, or successor payment update mechanisms.

Unless prohibited by applicable law, the Customer’s authorization under this Chapter shall automatically apply to such successor technologies when used solely for the purpose of maintaining authorized recurring payment relationships.

23.12 Relationship to Authorization to Charge

This Chapter supplements, and does not replace, the Authorization to Charge provisions contained elsewhere in this Policy.

The use of Account Updater Services is solely an administrative mechanism to facilitate the continued processing of payments previously authorized by the Customer.

Nothing contained in this Chapter expands Reprosify’s authority to process charges beyond those otherwise authorized under this Policy and any applicable agreements.

23.13 Survival

The provisions of this Chapter shall remain effective for so long as recurring payment authorizations remain valid and shall survive replacement of payment credentials, renewal of payment cards, changes to payment account numbers, expiration of payment cards, and similar administrative changes affecting the Customer’s Payment Method.

This Chapter shall not survive the lawful termination of all recurring payment authorizations except to the extent necessary to process transactions that were authorized before such termination.

23.14 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to implement, discontinue, replace, modify, expand, or restrict its use of Account Updater Services, payment credential management technologies, payment tokenization systems, payment verification services, and similar administrative payment technologies at any time.

Nothing contained in this Chapter shall obligate Reprosify to participate in any particular Account Updater program or to maintain compatibility with any specific payment processor, payment network, financial institution, or payment technology beyond the period deemed commercially reasonable by Reprosify.

Chapter 24. Automatic Renewals

24.1 Purpose

This Chapter establishes the terms governing the automatic renewal of Membership Plans, Subscription Plans, Enterprise Services, recurring Custom Services, software licenses, maintenance programs, support services, digital products, recurring professional services, and any other recurring products or Services offered by Reprosify.

Automatic Renewal enables Customers to receive uninterrupted access to purchased products and Services while reducing administrative burdens associated with manual renewals and minimizing disruptions caused by expired subscriptions or memberships.

Unless expressly prohibited by applicable law or modified by a separately executed written agreement, the provisions of this Chapter apply to all recurring products and Services offered by Reprosify.

24.2 Automatic Renewal

Unless expressly stated otherwise in a written agreement or required by applicable law, every recurring Membership, Subscription, Service, license, maintenance plan, support agreement, or recurring commercial arrangement shall automatically renew upon expiration of its current term.

Each renewal shall continue for successive Renewal Terms of the same duration as the immediately preceding term unless:

The applicable agreement specifies a different Renewal Term.
The Customer properly submits a timely cancellation request.
Reprosify elects not to renew the Service.
Renewal is prohibited by applicable law.

Automatic Renewal occurs without requiring execution of a new agreement or additional written authorization, except where required by law.

24.3 Customer Authorization

By enrolling in any recurring Membership, Subscription, or Service, the Customer expressly authorizes Reprosify to:

Automatically renew the applicable Service.
Continue providing the applicable products and Services.
Charge the Payment Method on file for all Renewal Fees and applicable charges.
Continue recurring billing until the applicable Service is properly cancelled.

The Customer acknowledges that this authorization forms a material part of the contractual relationship with Reprosify.

24.4 Renewal Terms

Unless otherwise specified in a separately executed written agreement, each renewal shall be for a term equal to the immediately preceding term.

Renewal terms may include:

Monthly.
Quarterly.
Semi-annual.
Annual.
Multi-year.
Enterprise contract renewals.
Maintenance renewals.
Software license renewals.
Support renewals.
Other recurring commercial arrangements established by Reprosify.

Each Renewal Term shall constitute a new contractual billing period governed by this Policy.

24.5 Renewal Fees

Upon each Automatic Renewal, the Customer authorizes Reprosify to charge all applicable Renewal Fees, including but not limited to:

Membership Fees.
Subscription Fees.
Licensing Fees.
Software Fees.
Support Fees.
Maintenance Fees.
Service Fees.
Platform Fees.
Data Fees.
Usage-based charges.
Approved add-on Services.
Taxes.
Government assessments.
Other authorized recurring charges.

Renewal Fees become due at the beginning of each Renewal Term unless otherwise stated in the applicable agreement.

24.6 Renewal Pricing

Unless expressly guaranteed in a separately executed written agreement, Renewal Fees may differ from the pricing applicable during the initial term.

Renewal pricing may reflect:

Then-current published pricing.
Revised pricing schedules.
Inflationary adjustments.
Increased operating costs.
Product enhancements.
Expanded features.
Technology improvements.
Regulatory compliance costs.
Changes in commercial strategy.
Expiration of promotional pricing.
Expiration of introductory pricing.
Expiration of negotiated discounts.
Other lawful pricing adjustments.

Nothing in this Chapter guarantees perpetual pricing.

24.7 Promotional and Introductory Pricing

Unless expressly stated otherwise in writing:

Introductory pricing applies only to the initial promotional period.
Promotional discounts expire at the conclusion of the promotional term.
Renewal pricing shall be based upon the applicable standard or then-current pricing.
Promotional benefits do not automatically renew.
Promotional Credits and discounts remain subject to their separate terms.

Customers are responsible for reviewing applicable renewal pricing before enrolling.

24.8 Renewal Notices

Where required by applicable law, Reprosify shall provide renewal reminders or advance renewal notices in the manner and timeframe required by such law.

Where advance notice is not legally required, Reprosify may, but is not obligated to, provide courtesy reminders regarding upcoming renewals.

Failure to receive or read a courtesy reminder shall not invalidate an otherwise authorized Automatic Renewal if the Customer has previously agreed to recurring billing.

Customers are responsible for maintaining accurate email addresses and contact information to receive any renewal communications.

24.9 Customer Responsibility to Cancel

Customers remain solely responsible for cancelling recurring Services if they do not wish to continue beyond the current Renewal Term.

Failure to:

Submit a timely cancellation request.
Follow the cancellation procedures established in this Policy.
Provide required advance notice.
Maintain current contact information.
Monitor Renewal Dates.

shall not prevent Automatic Renewal from occurring.

24.10 Effective Date of Cancellation

Unless otherwise required by applicable law or expressly agreed in writing, cancellation requests become effective at the end of the then-current Billing Cycle or Renewal Term.

Cancellation prevents future renewals only.

Cancellation does not:

Reverse previously processed Renewal Fees.
Cancel the current Renewal Term.
Create prorated refunds.
Create partial refunds.
Eliminate previously earned Fees.
Affect obligations intended to survive termination.

24.11 Continuous Service

The Customer acknowledges that Automatic Renewal is intended to provide uninterrupted access to products and Services.

Accordingly:

Memberships continue without interruption.
Software access continues without interruption.
Platform access continues without interruption.
Support Services continue without interruption.
Technical Services continue without interruption.
Customer benefits continue throughout each Renewal Term unless otherwise provided.

Automatic Renewal helps avoid accidental service interruptions resulting from missed manual renewals.

24.12 Changes to Services Upon Renewal

Reprosify reserves the right to improve, modernize, replace, consolidate, expand, or modify products and Services prior to or during any Renewal Term.

Renewed Services may include:

Updated software.
New features.
Enhanced security.
Revised technology.
Improved infrastructure.
Modernized platforms.
Updated reporting.
Enhanced AI capabilities.
Revised service delivery methods.
Replacement technologies.

Such improvements shall not, by themselves, constitute a material breach of this Policy.

24.13 Enterprise Renewals

Enterprise Agreements may contain customized renewal provisions.

Where an executed Enterprise Agreement expressly establishes renewal procedures that differ from this Chapter, the Enterprise Agreement shall govern solely with respect to those renewal provisions.

All other provisions of this Policy shall remain applicable unless expressly modified.

24.14 Failure of Payment at Renewal

If payment cannot be successfully processed at renewal due to:

Expired payment credentials.
Insufficient funds.
Declined transactions.
Closed accounts.
Payment processor errors.
Bank restrictions.
Fraud prevention measures.
Other payment failures.

Reprosify may:

Retry the transaction.
Utilize authorized Account Updater Services.
Request updated payment information.
Suspend Services.
Restrict Account access.
Assess applicable Late Fees where permitted.
Initiate collection procedures.
Exercise any other contractual or legal remedy.

Failure of payment does not cancel the Renewal Term or eliminate payment obligations.

24.15 Customer Use Not Required

Automatic Renewal is not conditioned upon Customer activity.

Renewal shall occur regardless of whether the Customer:

Logs into the Platform.
Uses the software.
Receives leads.
Utilizes available features.
Participates in training.
Requests technical support.
Generates business.
Achieves financial results.
Uses all available Membership benefits.

Customer inactivity does not suspend recurring billing or prevent renewal.

24.16 No Waiver

Reprosify’s decision to delay, defer, or waive a particular renewal, provide a courtesy extension, temporarily suspend billing, or manually process a renewal on one occasion shall not:

Modify this Policy.
Establish a recurring practice.
Create future expectations.
Waive Reprosify’s renewal rights.
Require similar accommodations in future Renewal Terms.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

24.17 Future Products and Services

As Reprosify introduces new Memberships, Subscription Plans, Enterprise Services, recurring software products, maintenance plans, support programs, artificial intelligence services, digital products, marketplaces, recurring consulting engagements, or other commercial offerings, such products and Services may be designated as automatically renewable.

Unless expressly excluded in writing, this Chapter shall automatically govern the renewal of all future recurring products and Services.

24.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, administer, suspend, discontinue, expand, replace, or revise its Automatic Renewal practices, Renewal Terms, renewal schedules, recurring billing procedures, renewal pricing methodologies, notice procedures, and recurring service administration processes.

Any such changes shall be implemented in accordance with applicable law and any express contractual commitments undertaken by Reprosify.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s right to offer recurring or non-recurring products and Services under different commercial models in the future.

Chapter 25. Renewal Notifications

25.1 Purpose

This Chapter establishes the policies governing Renewal Notifications issued in connection with Membership Plans, Subscription Plans, Enterprise Services, recurring Custom Services, software licenses, maintenance programs, support services, digital products, and all other recurring products and Services offered by Reprosify.

Renewal Notifications are intended to remind Customers of upcoming renewals, recurring billing events, contract expirations, pricing changes, promotional expirations, or other renewal-related information.

Unless otherwise required by applicable law or expressly agreed in writing, Renewal Notifications are provided as a customer convenience and do not alter the Customer’s contractual obligations regarding Automatic Renewals.

25.2 Renewal Notification Program

Reprosify may provide Renewal Notifications before:

Automatic Renewals.
Membership renewals.
Subscription renewals.
Enterprise contract renewals.
Software license renewals.
Maintenance renewals.
Support agreement renewals.
Promotional pricing expiration.
Introductory pricing expiration.
Contract expiration.
Other recurring billing events.

The timing, frequency, format, and content of Renewal Notifications shall be determined by Reprosify unless otherwise required by applicable law.

25.3 Methods of Notification

Renewal Notifications may be delivered using one or more communication methods, including:

Email.
SMS or text message.
In-application notifications.
Customer dashboard notifications.
Push notifications.
Postal mail.
Account alerts.
Customer portal messages.
Electronic invoices.
Renewal reminders displayed during login.
Other commercially reasonable communication methods adopted by Reprosify.

Reprosify may use one or multiple communication channels for the same Renewal Notification.

25.4 Customer Responsibility

Customers are solely responsible for maintaining accurate and current contact information.

Customers agree to promptly update:

Email addresses.
Telephone numbers.
Mobile numbers.
Billing addresses.
Mailing addresses.
Authorized contacts.
Account administrators.
Notification preferences, where applicable.
Any other information necessary for successful delivery of Renewal Notifications.

Failure to maintain accurate contact information shall not invalidate an otherwise effective Automatic Renewal.

25.5 Delivery of Renewal Notifications

A Renewal Notification shall be deemed delivered when it is:

Successfully transmitted to the email address on file.
Successfully transmitted to the telephone number on file.
Posted to the Customer’s Account or dashboard.
Sent through the Customer portal.
Deposited with a postal carrier.
Delivered using another communication method selected by Reprosify.

Actual receipt, review, acknowledgment, or opening of the communication is not required unless applicable law expressly provides otherwise.

25.6 Failure to Receive Notifications

Customers acknowledge that Renewal Notifications may not be received due to circumstances beyond Reprosify’s reasonable control, including:

Spam filters.
Junk mail filtering.
Email forwarding failures.
Incorrect contact information.
Full mailboxes.
Network outages.
Mobile carrier issues.
Internet service interruptions.
Device failures.
Security software.
Customer notification settings.
Third-party platform outages.
Other technical or administrative issues.

Except where prohibited by applicable law, failure to receive a Renewal Notification does not:

Prevent Automatic Renewal.
Cancel recurring billing.
Create refund rights.
Extend cancellation deadlines.
Eliminate payment obligations.
Invalidate an otherwise authorized Renewal.

25.7 Courtesy Nature of Notifications

Unless expressly required by applicable law or an executed written agreement, Renewal Notifications are courtesy reminders only.

The Customer’s obligation to monitor Renewal Dates, Billing Cycles, Membership Terms, Subscription Terms, and contract expiration dates exists independently of any Renewal Notification.

Customers remain responsible for:

Knowing their Renewal Dates.
Monitoring recurring billing.
Reviewing Account information.
Submitting timely cancellation requests.
Maintaining current contact information.

25.8 Legally Required Notices

Where applicable law requires advance notice before an Automatic Renewal or recurring charge, Reprosify shall make commercially reasonable efforts to provide such notice in the manner and timeframe required by the applicable law.

If the applicable law prescribes:

Minimum notice periods.
Specific delivery methods.
Required disclosures.
Required formatting.
Required customer rights.

Reprosify shall endeavor to comply with those legal requirements for the affected transactions.

Nothing in this Chapter shall be interpreted as expanding Customer rights beyond those required by applicable law.

25.9 Renewal Notification Content

Renewal Notifications may include, where applicable:

Renewal Date.
Renewal Term.
Applicable pricing.
Updated pricing.
Billing date.
Renewal amount.
Product or Service being renewed.
Expiration of promotional pricing.
Expiration of discounts.
Payment Method reminders.
Cancellation instructions.
Contact information.
Other information Reprosify considers appropriate.

The omission of any particular item shall not invalidate an otherwise effective Renewal Notification unless required by applicable law.

25.10 Pricing Changes

Where Renewal Pricing differs from the pricing applicable during the current term, Reprosify may include information regarding the updated pricing in the Renewal Notification where required by applicable law or deemed appropriate by Reprosify.

Customers acknowledge that Renewal Pricing may change in accordance with this Policy and applicable agreements.

25.11 Notification Preferences

Where Reprosify permits Customers to select communication preferences, such preferences shall apply only to the extent technically feasible and consistent with applicable law.

Customers acknowledge that essential transactional communications, including Renewal Notifications required for account administration, may continue to be delivered notwithstanding marketing communication preferences or promotional communication opt-outs, to the extent permitted by applicable law.

25.12 Enterprise Customers

Enterprise Customers may receive Renewal Notifications through:

Designated account administrators.
Authorized representatives.
Procurement departments.
Billing contacts.
Contract managers.
Legal departments.
Other authorized contacts designated by the Enterprise Customer.

Delivery to any designated Enterprise contact shall constitute delivery to the Enterprise Customer.

25.13 No Waiver

The failure of Reprosify to send a courtesy Renewal Notification on one or more occasions shall not:

Waive Automatic Renewal.
Modify this Policy.
Extend Renewal Terms.
Eliminate recurring payment obligations.
Create refund rights.
Establish a continuing obligation to provide courtesy reminders where not required by law.

Any delay or omission in sending a courtesy reminder shall not affect the validity of an otherwise authorized Automatic Renewal.

25.14 Future Communication Technologies

As communication technologies evolve, Reprosify may deliver Renewal Notifications using new communication platforms, secure messaging systems, authenticated digital identity services, artificial intelligence communication systems, customer portals, mobile applications, wearable technologies, or other commercially reasonable communication methods.

Unless prohibited by applicable law, such communication methods shall be considered valid Renewal Notification methods under this Policy.

25.15 Electronic Communications Consent

By creating an Account, purchasing a product or Service, or otherwise entering into a contractual relationship with Reprosify, the Customer consents to receive Renewal Notifications electronically where permitted by applicable law.

Electronic communications shall have the same legal force and effect as paper communications to the fullest extent permitted by law.

25.16 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, expand, reduce, replace, suspend, discontinue, or redesign its Renewal Notification practices, communication methods, notification schedules, reminder formats, delivery technologies, and customer communication procedures at any time.

Nothing contained in this Chapter shall obligate Reprosify to provide Renewal Notifications except where expressly required by applicable law or by a separately executed written agreement. Customers remain responsible for monitoring their own Renewal Dates, Billing Cycles, and contractual obligations regardless of whether any courtesy Renewal Notification is received.

Chapter 26. Failed Payments

26.1 Purpose

This Chapter establishes the policies governing Failed Payments associated with all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software, digital products, professional services, recurring billing arrangements, advertising services, referral programs, consulting services, and all other products and Services offered by Reprosify.

The purpose of this Chapter is to establish the Customer’s responsibilities when a payment cannot be successfully processed, define Reprosify’s rights and remedies following a Failed Payment, minimize interruptions to Services, protect Reprosify against financial loss, and ensure the continued integrity of Reprosify’s billing operations.

This Chapter shall apply to all payment obligations regardless of the Payment Method utilized.

26.2 Definition of Failed Payment

For purposes of this Policy, a “Failed Payment” means any payment that cannot be successfully authorized, processed, collected, settled, or completed for any reason.

A Failed Payment may occur before, during, or after payment authorization and includes, without limitation:

Insufficient funds.
Credit limit exceeded.
Expired payment credentials.
Replaced payment cards.
Closed bank accounts.
Cancelled payment cards.
Invalid account information.
Incorrect billing information.
ACH returns.
Electronic funds transfer failures.
Wire transfer failures.
Payment processor declines.
Fraud prevention declines.
Security verification failures.
Address verification failures.
Network interruptions.
Banking system outages.
Technical errors.
Duplicate payment prevention.
Payment reversals.
Authorization failures.
Payment token failures.
Digital wallet failures.
Regulatory restrictions.
Sanctions screening.
Payment processor risk controls.
Any other circumstance preventing successful payment processing.

26.3 Customer Responsibility

Customers remain solely responsible for ensuring that:

A valid Payment Method remains on file.
Sufficient available funds or credit exist.
Payment credentials remain current.
Billing information is accurate.
Banking authorizations remain valid.
Payment restrictions are resolved promptly.
Payment obligations are satisfied when due.

A Failed Payment does not relieve the Customer of any payment obligation arising under this Policy or any applicable agreement.

26.4 No Automatic Cancellation

Unless expressly required by applicable law or approved in writing by Reprosify, a Failed Payment shall not automatically:

Cancel a Membership.
Cancel a Subscription.
Cancel an Enterprise Agreement.
Cancel recurring billing.
Cancel a Renewal Term.
Cancel Professional Services.
Cancel Custom Services.
Terminate contractual obligations.
Eliminate outstanding balances.

The Customer remains liable for all Fees that became due before the Failed Payment occurred.

26.5 Retry Authorization

The Customer expressly authorizes Reprosify and its authorized payment processors to reattempt collection of any Failed Payment using the Payment Method on file.

Reprosify may make one or more retry attempts at commercially reasonable intervals using automated or manual payment processing systems.

Retry attempts may occur:

On the same day.
On subsequent business days.
During the applicable Billing Cycle.
Following updated payment credentials.
Following Account Updater Services.
Following Customer confirmation.
Following correction of payment information.

The number, timing, and frequency of retry attempts shall be determined by Reprosify or its payment processors.

26.6 Alternative Payment Methods

If a Customer has provided multiple authorized Payment Methods, Reprosify may, unless prohibited by applicable law, process the outstanding balance using any valid Payment Method associated with the Customer’s Account.

Nothing in this Section requires Reprosify to exhaust every available Payment Method before exercising other contractual or legal remedies.

26.7 Temporary Suspension of Services

If a Failed Payment is not promptly resolved, Reprosify may suspend some or all Services until payment has been successfully received.

Suspension may include, without limitation:

Platform access.
CRM access.
Dashboard access.
Software functionality.
Lead delivery.
Appointment scheduling.
Live transfers.
AI tools.
Reporting.
Data access.
API access.
Customer support.
Technical support.
Marketing campaigns.
Advertising campaigns.
Account administration.
Premium features.
Other Services associated with the Customer’s Account.

Suspension does not relieve the Customer of payment obligations.

26.8 Service Interruptions

Customers acknowledge that Failed Payments may result in:

Interrupted Services.
Delayed onboarding.
Delayed implementations.
Suspension of recurring benefits.
Loss of account privileges.
Restricted access.
Delayed project completion.
Paused marketing campaigns.
Suspension of software licenses.
Removal of premium functionality.

Reprosify shall not be responsible for business losses arising from interruptions caused by unresolved Failed Payments.

26.9 Late Fees and Administrative Charges

To the fullest extent permitted by applicable law and any applicable agreement, Reprosify may assess:

Late Fees.
Administrative processing fees.
Returned payment fees.
ACH return fees.
Bank rejection fees.
Collection costs.
Payment processor costs.
Reasonable recovery expenses.
Interest where permitted by law.

Applicable charges may be added to the Customer’s outstanding balance.

26.10 Collection of Outstanding Amounts

If a Failed Payment remains unresolved, Reprosify may pursue collection through any lawful means, including:

Additional billing attempts.
Manual invoicing.
Collection agencies.
Legal proceedings.
Arbitration where applicable.
Mediation where applicable.
Credit reporting where permitted by law.
Setoff against available Credits where permitted.
Recovery through other contractual remedies.

The Customer remains responsible for all amounts lawfully owed.

26.11 Customer Notification

Reprosify may notify the Customer of a Failed Payment using one or more communication methods, including:

Email.
SMS or text message.
Telephone.
Customer portal notifications.
Dashboard alerts.
Push notifications.
Postal mail.
Electronic invoices.
Other commercially reasonable communication methods.

Failure to receive or read a notification shall not eliminate the Customer’s payment obligations.

26.12 Restoration of Services

Services suspended because of a Failed Payment may be restored after:

Successful payment of all outstanding balances.
Verification of payment.
Resolution of payment disputes.
Receipt of updated payment information.
Compliance with any additional reasonable requirements established by Reprosify.

Reprosify does not guarantee immediate restoration of Services following payment.

Reasonable processing, verification, fraud prevention, operational, and technical delays may occur.

26.13 Repeated Failed Payments

Repeated Failed Payments may indicate increased financial or operational risk.

Accordingly, Reprosify may, in its sole discretion:

Require advance payment.
Require annual prepayment.
Restrict recurring billing.
Require ACH payments.
Require wire transfers.
Require certified funds.
Require updated payment verification.
Require security deposits where permitted.
Restrict future purchases.
Modify payment terms.
Suspend promotional eligibility.
Decline future Services.

These measures are intended solely to protect legitimate business interests.

26.14 Payment Processor Decisions

Customers acknowledge that payment approvals and declines may be determined by independent:

Banks.
Card issuers.
Payment processors.
Digital wallet providers.
Fraud prevention systems.
Financial institutions.
Government screening systems.

Reprosify does not control the internal approval criteria used by such third parties and shall not be liable for payment declines originating from those systems.

26.15 Failed Payments and Automatic Renewals

If a recurring Renewal Payment fails:

The Renewal Term may nevertheless commence in accordance with this Policy.
Payment obligations remain due.
Reprosify may continue attempting collection.
Services may be suspended pending payment.
The Customer remains responsible for all Renewal Fees.

Failure of payment processing shall not invalidate an otherwise authorized Automatic Renewal.

26.16 Customer Disputes

Customers who believe a Failed Payment resulted from an error should promptly contact Reprosify before initiating a payment dispute, chargeback, or bank reversal.

Reprosify will make commercially reasonable efforts to investigate legitimate billing concerns.

Nothing in this Section limits the Customer’s rights under applicable law.

26.17 No Waiver

Reprosify’s decision on one or more occasions to:

Delay collection.
Extend payment deadlines.
Accept late payment.
Restore Services before payment.
Waive Late Fees.
Decline to suspend Services.

shall not:

Modify this Policy.
Waive future payment obligations.
Establish a course of dealing.
Prevent Reprosify from enforcing this Policy in future circumstances.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

26.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, interpret, administer, expand, restrict, suspend, or replace its Failed Payment procedures, payment retry practices, collection processes, payment verification methods, fraud prevention measures, service restoration requirements, payment risk controls, and related billing administration practices at any time.

Nothing contained in this Chapter shall limit Reprosify’s right to pursue any contractual, equitable, or legal remedy available for the recovery of unpaid amounts or the protection of its legitimate business interests, provided such actions are consistent with applicable law and any express contractual commitments.

Chapter 28. Chargebacks

28.1 Purpose

This Chapter establishes the policies governing Chargebacks, payment reversals, cardholder disputes, bank disputes, ACH disputes, unauthorized payment claims, payment reversals, retrieval requests, and similar payment disputes relating to Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software, digital products, professional services, recurring billing arrangements, advertising services, referral programs, consulting services, and all other products and Services offered by Reprosify.

The purpose of this Chapter is to establish procedures for resolving payment disputes, minimize unnecessary Chargebacks, protect Reprosify against fraudulent or abusive payment reversals, preserve the integrity of the payment process, and define the rights and responsibilities of both Reprosify and its Customers.

28.2 Definition of Chargeback

For purposes of this Policy, a “Chargeback” includes any payment reversal, cardholder dispute, ACH dispute, debit reversal, payment processor dispute, bank reversal, retrieval request, or similar process through which a Customer or financial institution seeks to reverse, recover, or withhold funds previously paid to Reprosify.

Chargebacks include, without limitation:

Credit card Chargebacks.
Debit card Chargebacks.
ACH disputes.
ACH reversals.
Bank reversals.
Unauthorized transaction claims.
Fraud claims.
Duplicate payment claims.
Goods or Services not received claims.
Services not as described claims.
Processing error claims.
Card network disputes.
Digital wallet disputes.
Electronic payment disputes.
Retrieval requests.
Payment processor investigations.
Similar payment recovery procedures initiated through financial institutions or payment providers.

28.3 Customer Responsibility

Before initiating a Chargeback or payment dispute, Customers agree to make a good faith effort to resolve any billing concern directly with Reprosify.

Customers are encouraged to promptly contact Reprosify regarding:

Billing questions.
Duplicate charges.
Payment errors.
Subscription questions.
Renewal questions.
Cancellation issues.
Account concerns.
Service concerns.
Unauthorized account activity.
Other billing-related matters.

Reprosify will make commercially reasonable efforts to investigate and resolve legitimate concerns.

Nothing in this Section limits any non-waivable rights available to Customers under applicable law.

28.4 No Automatic Cancellation

Initiating a Chargeback does not automatically:

Cancel a Membership.
Cancel a Subscription.
Cancel recurring billing.
Cancel an Enterprise Agreement.
Cancel Custom Services.
Cancel an Automatic Renewal.
Terminate contractual obligations.
Eliminate outstanding balances.

Customers remain responsible for complying with the cancellation procedures established elsewhere in this Policy.

28.5 Chargebacks Do Not Eliminate Payment Obligations

Unless a Chargeback is finally resolved in the Customer’s favor under applicable law, initiation of a Chargeback does not eliminate the Customer’s contractual obligation to pay for products or Services properly provided.

If Reprosify successfully contests a Chargeback or otherwise establishes that payment remains due, the Customer shall remain responsible for all outstanding amounts together with any applicable Fees permitted by law or contract.

28.6 Reprosify’s Right to Contest Chargebacks

Reprosify reserves the right to contest any Chargeback that it reasonably believes is inaccurate, fraudulent, abusive, unsupported, or inconsistent with this Policy or the applicable agreement.

In responding to a Chargeback, Reprosify may submit relevant evidence, including but not limited to:

Executed agreements.
Electronic acceptances.
Click-through acknowledgments.
Digital signatures.
Order Forms.
Service Agreements.
Statements of Work.
Payment authorizations.
Billing records.
Invoices.
Renewal records.
Cancellation records.
Customer communications.
Email correspondence.
SMS communications.
Customer portal activity.
Login history.
IP address records, where lawfully collected.
Service activation records.
Account usage records.
Audit logs.
Support records.
Project documentation.
Call recordings, where lawfully recorded.
Electronic confirmations.
Other records reasonably demonstrating authorization, delivery, or performance.

28.7 Fraudulent or Abusive Chargebacks

A Chargeback may be considered abusive if Reprosify reasonably determines that the Customer:

Received the purchased products or Services.
Authorized the transaction.
Failed to follow the applicable cancellation procedures.
Attempted to avoid contractual payment obligations.
Misrepresented material facts.
Filed duplicate disputes.
Filed disputes after receiving the benefit of the Services.
Knowingly submitted false information to a financial institution.
Otherwise acted in bad faith.

Nothing in this Section limits the Customer’s right to pursue legitimate disputes permitted by applicable law.

28.8 Suspension of Services

If a Chargeback is initiated, Reprosify may, to the fullest extent permitted by applicable law:

Suspend Services.
Restrict Account access.
Suspend recurring billing.
Suspend lead delivery.
Suspend software access.
Suspend CRM access.
Suspend AI tools.
Suspend reporting.
Suspend technical support.
Suspend professional services.
Delay ongoing projects.
Restrict future purchases.
Suspend promotional benefits.
Suspend Credits.
Suspend Credit Back Programs.
Suspend referral benefits.
Suspend partner benefits.
Take other commercially reasonable protective measures.

Suspension shall remain in effect until the dispute has been resolved or other satisfactory payment arrangements have been made.

28.9 Administrative and Recovery Costs

To the fullest extent permitted by applicable law and the applicable agreement, Customers may be responsible for reasonable costs incurred by Reprosify as a direct result of an unsuccessful or improper Chargeback, including:

Payment processor Chargeback Fees.
Bank processing fees.
Administrative processing costs.
Collection costs.
Reasonable legal costs where recoverable.
Arbitration costs where recoverable.
Investigation expenses.
Other reasonable costs directly related to resolving the dispute.

Nothing in this Section permits recovery of amounts prohibited by applicable law.

28.10 Credits and Promotional Benefits

If a Chargeback is initiated, Reprosify may temporarily suspend, revoke, or adjust:

Account Credits.
Promotional Credits.
Credit Back Program benefits.
Discounts.
Promotional Pricing.
Loyalty benefits.
Referral rewards.
Affiliate incentives.
Customer appreciation benefits.
Other discretionary commercial incentives.

If the Chargeback is resolved in the Customer’s favor, Reprosify may restore eligible benefits where appropriate and consistent with applicable program terms.

28.11 Evidence of Authorization

The Customer acknowledges that authorization for a transaction may be established through one or more forms of evidence, including:

Electronic signatures.
Click-wrap acceptance.
Browse-wrap acceptance where legally enforceable.
Digital acknowledgments.
Customer portal acceptance.
Online enrollment.
Email confirmation.
Recorded verbal authorization where permitted by law.
Payment authorizations.
Account login records.
IP address records, where lawfully collected.
Device identifiers, where lawfully collected.
Service usage.
Access logs.
Other commercially reasonable evidence of authorization.

Such evidence may be presented during any Chargeback investigation or payment dispute.

28.12 Cooperation During Investigations

Customers agree to cooperate in good faith with reasonable requests for information necessary to investigate a Chargeback or payment dispute.

Requested information may include:

Identity verification.
Transaction details.
Billing information.
Supporting documentation.
Communication history.
Other information reasonably necessary to investigate the dispute.

Failure to cooperate may affect Reprosify’s ability to resolve the matter efficiently.

28.13 Future Payment Restrictions

Where permitted by applicable law, repeated or abusive Chargebacks may result in Reprosify requiring one or more of the following for future purchases:

Advance payment.
Annual prepayment.
Certified funds.
Wire transfers.
ACH payments.
Enhanced payment verification.
Security deposits where permitted.
Manual billing approval.
Alternative Payment Methods.
Refusal of recurring billing privileges.

Such measures are intended solely to manage payment risk and protect Reprosify’s legitimate business interests.

28.14 Chargebacks and Automatic Renewals

The initiation of a Chargeback after an Automatic Renewal does not invalidate the Renewal if the Renewal was authorized under this Policy and applicable law.

Customers remain responsible for complying with the cancellation procedures established elsewhere in this Policy.

Nothing in this Section limits any mandatory consumer protections that may apply under applicable law.

28.15 Good Faith Resolution

Reprosify believes that most billing concerns can be resolved without resorting to Chargebacks.

Accordingly, Customers are encouraged to contact Reprosify promptly so that billing questions may be reviewed, supporting documentation exchanged, and appropriate resolutions considered before involving financial institutions.

Reprosify remains committed to investigating legitimate concerns fairly, professionally, and in good faith.

28.16 No Waiver

Reprosify’s decision on one or more occasions to:

Decline to contest a Chargeback.
Refund a disputed payment.
Restore Services.
Waive administrative costs.
Continue providing Services during an investigation.
Resolve a dispute as a customer accommodation.

shall not:

Constitute an admission of liability.
Modify this Policy.
Establish a course of dealing.
Waive future enforcement.
Require Reprosify to provide similar accommodations in future disputes.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

28.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to investigate, contest, defend, resolve, settle, administer, or otherwise respond to any Chargeback, payment reversal, retrieval request, or payment dispute using any lawful means available.

Reprosify further reserves the right to modify its Chargeback management procedures, fraud prevention practices, payment verification standards, dispute resolution processes, documentation requirements, account protection measures, and risk management policies as reasonably necessary to protect its Customers, payment systems, and legitimate business interests.

Nothing contained in this Chapter limits Reprosify’s right to pursue any contractual, equitable, or legal remedy available for the recovery of unpaid amounts, enforcement of its agreements, protection against payment fraud, or compliance with applicable law.

Chapter 29. Collection Rights

29.1 Purpose

This Chapter establishes Reprosify’s rights and procedures regarding the collection of unpaid Fees, outstanding balances, overdue invoices, payment defaults, chargebacks, returned payments, reimbursement obligations, and all other monetary obligations arising under this Policy or any applicable agreement.

The purpose of this Chapter is to protect Reprosify from financial loss resulting from unpaid obligations, establish commercially reasonable collection procedures, preserve Reprosify’s contractual and legal remedies, and ensure fair and consistent administration of payment enforcement.

This Chapter shall apply to all Customers regardless of the payment method utilized or the type of product or Service purchased.

29.2 Outstanding Payment Obligations

The Customer acknowledges that all Fees, charges, costs, reimbursements, taxes, governmental assessments, and other monetary obligations that become due under this Policy or any applicable agreement remain payable until fully satisfied.

Outstanding obligations may include, without limitation:

Membership Fees.
Subscription Fees.
Enterprise Service Fees.
Custom Service Fees.
Professional Service Fees.
Consulting Fees.
Software licensing Fees.
Setup Fees.
Activation Fees.
Onboarding Fees.
Renewal Fees.
Marketing Fees.
Advertising Fees.
Data Fees.
Usage-based charges.
Overage charges.
Referral Fees.
Closing Fees.
Success Fees.
Administrative Fees.
Taxes.
Government assessments.
Approved third-party expenses.
Payment processor costs.
Late Fees.
Collection costs where permitted by applicable law.
Interest where permitted by applicable law.
Any other contractual payment obligations.

29.3 Right to Collect

If the Customer fails to pay any amount when due, Reprosify reserves the right to pursue collection of all outstanding amounts through any lawful means available.

Collection efforts may begin immediately after a payment becomes overdue unless a different grace period is established by applicable law or an executed written agreement.

Nothing in this Chapter obligates Reprosify to delay collection efforts before exercising its contractual rights.

29.4 Collection Methods

Subject to applicable law, Reprosify may pursue collection using one or more of the following methods:

Payment reminders.
Automated billing notices.
Collection emails.
Telephone communications.
SMS notifications.
Customer portal notifications.
Written demand letters.
Manual invoicing.
Additional payment attempts.
ACH resubmissions.
Credit or debit card retries.
Payment plans approved by Reprosify.
Collection agencies.
Attorneys.
Mediation.
Arbitration.
Civil litigation.
Setoff rights.
Other lawful collection procedures.

Reprosify may use multiple collection methods simultaneously or sequentially.

29.5 Suspension of Services

Pending resolution of an outstanding balance, Reprosify may suspend or restrict any products or Services associated with the Customer’s Account.

Suspension may include, without limitation:

Platform access.
CRM access.
Lead delivery.
Appointment scheduling.
Live transfer services.
Software licenses.
AI functionality.
Marketing campaigns.
Advertising campaigns.
Reporting.
Analytics.
Technical support.
Customer support.
API access.
Integrations.
Premium features.
Enterprise functionality.
Administrative tools.
Future Services.

Suspension shall not relieve the Customer of any payment obligation.

29.6 Acceleration of Amounts Due

To the fullest extent permitted by applicable law and any applicable agreement, Reprosify may declare immediately due and payable any unpaid amounts owed by the Customer following a material payment default.

Acceleration may apply where:

Installment obligations exist.
Payment plans have been approved.
Multi-year agreements provide for acceleration.
Enterprise Agreements contain acceleration provisions.
Other written agreements expressly authorize acceleration.

Acceleration shall not apply where prohibited by applicable law.

29.7 Collection Agencies

Reprosify may assign, refer, or transfer delinquent Accounts to independent collection agencies for the purpose of recovering outstanding balances.

Customers acknowledge that:

Collection agencies operate independently.
Collection activities remain subject to applicable law.
Additional lawful collection costs may be incurred.
Collection agencies may communicate directly with the Customer regarding unpaid obligations.

Assignment for collection does not waive Reprosify’s ownership of the underlying contractual rights unless expressly stated otherwise.

29.8 Attorneys and Legal Proceedings

Where appropriate, Reprosify may retain legal counsel to assist in recovering unpaid obligations.

Subject to applicable law and any governing agreement, Reprosify may pursue:

Demand letters.
Negotiated settlements.
Mediation.
Arbitration.
Court proceedings.
Enforcement of judgments.
Other lawful legal remedies.

Nothing in this Chapter requires Reprosify to exhaust informal collection efforts before pursuing available legal remedies.

29.9 Administrative Costs and Collection Expenses

To the fullest extent permitted by applicable law and any applicable agreement, the Customer may be responsible for reasonable costs incurred by Reprosify in collecting overdue amounts, including:

Collection agency fees.
Attorney’s fees where recoverable.
Court costs where recoverable.
Arbitration costs where recoverable.
Mediation costs where recoverable.
Filing fees.
Investigation expenses.
Payment processor recovery costs.
Administrative collection expenses.
Other reasonable costs directly related to collection.

Nothing in this Section authorizes recovery of costs prohibited by applicable law.

29.10 Interest on Overdue Amounts

Where permitted by applicable law and the applicable agreement, overdue balances may accrue interest from the date payment became due until paid in full.

Interest shall not exceed the maximum rate permitted under applicable law.

If applicable law prohibits contractual interest, this Section shall be interpreted to the maximum extent permitted by law.

29.11 Application of Payments

Unless otherwise required by applicable law, Reprosify may apply payments received toward outstanding obligations in any commercially reasonable order, including:

Collection costs.
Administrative Fees.
Interest.
Late Fees.
Returned payment Fees.
Oldest outstanding invoices.
Current invoices.
Taxes.
Government assessments.
Other outstanding obligations.

The Customer may not require Reprosify to apply payments in a different order unless required by law or expressly agreed in writing.

29.12 Setoff Rights

To the fullest extent permitted by applicable law, Reprosify may offset amounts owed by the Customer against:

Account Credits.
Promotional Credits.
Credit Back Program benefits.
Refunds otherwise payable.
Incentive payments.
Referral earnings.
Affiliate commissions.
Other amounts payable by Reprosify to the Customer.

Setoff shall occur only to the extent permitted by applicable law and any applicable agreement.

29.13 No Waiver by Delay

Reprosify’s decision to delay collection efforts, negotiate payment arrangements, temporarily suspend collection activities, accept partial payments, or extend payment deadlines shall not constitute:

A waiver of outstanding balances.
A modification of this Policy.
A release of payment obligations.
An accord and satisfaction.
A permanent payment accommodation.
A waiver of future enforcement rights.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

29.14 Bankruptcy and Insolvency

If Reprosify becomes aware that a Customer has become insolvent, entered bankruptcy proceedings, commenced liquidation, made an assignment for the benefit of creditors, or otherwise becomes subject to insolvency proceedings, Reprosify reserves all rights available under applicable law and the governing agreements.

Nothing contained in this Chapter shall be interpreted as limiting any rights available under bankruptcy, insolvency, restructuring, or creditor protection laws.

29.15 Customer Cooperation

Customers agree to cooperate in good faith in resolving legitimate payment issues.

Upon reasonable request, Customers shall provide information necessary to:

Verify payment status.
Confirm outstanding balances.
Resolve billing discrepancies.
Update payment information.
Complete payment arrangements.
Verify identity.
Investigate disputed transactions.

Nothing in this Section limits any rights available to Customers under applicable law.

29.16 Survival of Payment Obligations

Payment obligations that accrued before cancellation, expiration, suspension, or termination of a Membership, Subscription, Service, or Account shall survive such cancellation, expiration, suspension, or termination until fully satisfied.

Termination of Services shall not extinguish any previously accrued financial obligations unless expressly released in writing by Reprosify.

29.17 Compliance with Applicable Law

Reprosify intends to conduct all collection activities in compliance with applicable laws governing debt collection, consumer protection, privacy, electronic communications, and commercial transactions.

If any provision of this Chapter is inconsistent with mandatory legal requirements applicable to a particular Customer or jurisdiction, that provision shall be interpreted and enforced only to the extent permitted by applicable law, while the remaining provisions shall continue in full force and effect.

29.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, interpret, administer, expand, restrict, suspend, or replace its collection procedures, payment enforcement practices, delinquency management processes, settlement procedures, payment accommodation programs, legal enforcement strategies, and risk management policies at any time.

Nothing contained in this Chapter shall limit Reprosify’s right to pursue any contractual, equitable, statutory, or other lawful remedy available for the collection of unpaid amounts, enforcement of its agreements, protection of its financial interests, or preservation of its legal rights.

Chapter 30. Administrative Fees

30.1 Purpose

This Chapter establishes the policies governing Administrative Fees charged by Reprosify in connection with its Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software, digital products, professional services, advertising services, referral programs, consulting services, technology platforms, and all other products and Services.

Administrative Fees are intended to compensate Reprosify for the reasonable administrative, operational, technical, financial, compliance, customer service, project management, and account management activities required to establish, maintain, modify, support, suspend, restore, transfer, or otherwise administer Customer Accounts and Services.

Administrative Fees are separate and distinct from Membership Fees, Subscription Fees, Service Fees, licensing fees, taxes, governmental assessments, penalties, liquidated damages, or other contractual payment obligations.

30.2 Types of Administrative Fees

Reprosify may assess Administrative Fees in connection with one or more administrative activities, including, without limitation:

Account creation.
Account verification.
Identity verification.
Business verification.
Compliance reviews.
Manual account review.
Membership administration.
Subscription administration.
Billing administration.
Payment processing administration.
Invoice generation.
Invoice reissuance.
Manual billing adjustments.
Payment reconciliation.
Account reinstatement.
Account restoration.
Account reactivation.
Account transfer requests.
Territory administration.
Market assignment administration.
Profile review.
Document processing.
Contract administration.
Agreement amendments.
Customer-requested account changes.
Customer-requested service modifications.
User administration.
Seat administration.
Administrative reporting.
Record retrieval.
Data exports.
Historical record requests.
Technical account administration.
API administration.
Fraud prevention review.
Security review.
Risk management review.
Payment dispute administration.
Chargeback administration.
ACH Return administration.
Collection administration.
Enterprise account administration.
White-label administration.
Custom project administration.
Future administrative services established by Reprosify.

This list is illustrative only and does not limit Reprosify’s ability to establish additional Administrative Fees.

30.3 Purpose of Administrative Fees

Administrative Fees are intended solely to compensate Reprosify for the internal resources reasonably required to perform administrative functions.

Administrative Fees may reflect costs associated with:

Personnel.
Customer support.
Billing operations.
Compliance activities.
Project coordination.
Technology infrastructure.
Security.
Fraud prevention.
Accounting.
Financial administration.
Payment processing.
Legal compliance.
Documentation.
Operational management.
System maintenance.
Record management.
Business administration.

Administrative Fees are not intended as penalties and shall not be interpreted as punitive damages.

30.4 When Administrative Fees May Apply

Administrative Fees may be assessed before, during, or after the provision of Services where administrative work has been performed.

Examples include, without limitation:

Initial enrollment.
Service Activation.
Customer-requested modifications.
Account upgrades.
Account downgrades.
Service reinstatement.
Payment failures.
Chargeback investigations.
ACH Returns.
Account recovery.
Billing corrections.
Customer-requested documentation.
Enterprise implementation.
Contract amendments.
Service Transfers.
Account restructuring.
Other administrative activities reasonably performed by Reprosify.

The timing of Administrative Fees shall be determined by the applicable pricing schedule or agreement.

30.5 Published and Custom Administrative Fees

Administrative Fees may be:

Published on Reprosify’s website.
Included in pricing schedules.
Included in Membership documentation.
Included in Subscription documentation.
Included in Enterprise Agreements.
Included in Statements of Work.
Included in Order Forms.
Included in invoices.
Included in proposals.
Communicated by authorized representatives.
Negotiated through written agreements.

Certain Administrative Fees may vary depending upon the scope, complexity, urgency, or nature of the requested administrative work.

30.6 Customer Requested Administrative Services

Customers may request administrative services that are outside the standard scope of their Membership or Subscription.

Examples include:

Manual account changes.
Historical data retrieval.
Custom reporting.
Data migration.
User restructuring.
Territory reassignment.
Account consolidation.
Account separation.
Contract modifications.
Manual billing reviews.
Special invoicing requests.
Expedited processing.
Administrative research.
Other special administrative requests.

Reprosify reserves the right to assess reasonable Administrative Fees before performing such services.

30.7 Payment of Administrative Fees

Administrative Fees become due in accordance with the applicable invoice, pricing schedule, Membership documentation, Subscription documentation, Enterprise Agreement, Statement of Work, Order Form, or other applicable agreement.

Unless otherwise stated:

Administrative Fees are payable when invoiced.
Administrative Fees may be processed using the authorized Payment Method on file.
Administrative Fees may be included with recurring invoices.
Administrative Fees may be invoiced separately.

Failure to pay Administrative Fees may result in suspension or delay of the requested administrative service.

30.8 Non-Refundable Nature of Administrative Fees

Unless expressly required by applicable law or approved in writing by an authorized representative of Reprosify, Administrative Fees are non-refundable once the corresponding administrative work has commenced.

Administrative work may include:

Internal review.
Personnel assignment.
Account configuration.
Billing preparation.
Documentation.
Compliance review.
System updates.
Customer support activities.
Project administration.
Technical processing.
Operational planning.

The Customer acknowledges that administrative resources are committed immediately upon commencement of such activities.

30.9 Administrative Fees and Cancellation

Cancellation of a Membership, Subscription, Enterprise Service, Custom Service, or other product does not entitle the Customer to a refund of Administrative Fees earned before the effective cancellation date.

Administrative Fees compensate Reprosify for work performed and are not dependent upon:

Customer usage.
Customer satisfaction.
Business results.
Completion of unrelated Services.
Customer profitability.
Return on investment.

Administrative Fees that have been earned remain payable notwithstanding cancellation.

30.10 Administrative Errors

If Reprosify determines that an Administrative Fee was assessed due solely to an internal billing error, duplicate processing, or administrative mistake, Reprosify may, in its sole discretion:

Remove the Fee.
Correct the invoice.
Issue an Account Credit.
Apply a Billing Credit.
Refund the improperly charged amount where appropriate.
Make another commercially reasonable adjustment.

Such corrective action does not create any obligation to provide similar adjustments in unrelated circumstances.

30.11 Governmental Charges

Administrative Fees do not include applicable:

Sales taxes.
Value-added taxes (VAT).
Goods and Services Taxes (GST).
Government assessments.
Regulatory fees.
Other governmental charges.

Such amounts may be charged separately where required by applicable law.

30.12 Relationship to Other Fees

Administrative Fees are independent of, and may be charged in addition to:

Membership Fees.
Subscription Fees.
Licensing Fees.
Service Fees.
Professional Service Fees.
Consulting Fees.
Marketing Fees.
Advertising Fees.
Data Fees.
Usage-based charges.
Setup Fees.
Activation Fees.
Onboarding Fees.
Renewal Fees.
Late Fees.
Collection costs.
Payment processor fees.
Taxes.
Other contractual charges.

Assessment of an Administrative Fee does not eliminate or replace any other payment obligation arising under this Policy or any applicable agreement.

30.13 Waiver of Administrative Fees

Reprosify may, in its sole discretion, waive or reduce an Administrative Fee on one or more occasions.

Any such waiver:

Is voluntary.
Does not establish precedent.
Does not modify this Policy.
Does not create a continuing entitlement.
Does not obligate Reprosify to grant future waivers.
May be revoked before acceptance if issued in error.

Any waiver must be expressly approved by an authorized representative of Reprosify.

30.14 Future Administrative Services

As Reprosify expands its products, Services, technologies, software platforms, artificial intelligence systems, marketplaces, enterprise solutions, and operational capabilities, new administrative activities may become necessary.

Unless expressly excluded in writing, Administrative Fees associated with such future administrative activities shall automatically be governed by this Policy.

The introduction of new administrative processes shall not require amendment of this Policy for the Administrative Fee provisions to remain applicable.

30.15 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, interpret, administer, expand, reduce, suspend, discontinue, replace, or revise its Administrative Fees, administrative billing practices, operational procedures, pricing methodologies, fee schedules, and administrative service offerings at any time.

Any such changes shall apply prospectively unless otherwise required by applicable law or expressly provided in a written agreement.

Nothing contained in this Chapter shall limit Reprosify’s right to recover the reasonable costs of administering Customer Accounts, processing transactions, managing Services, or performing operational activities necessary to fulfill its contractual obligations.

Chapter 31. Taxes

31.1 Purpose

This Chapter establishes the policies governing the assessment, collection, reporting, remittance, and payment of Taxes in connection with Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software, digital products, professional services, advertising services, referral programs, consulting services, technology platforms, marketplaces, artificial intelligence services, data services, and all other products and Services offered by Reprosify.

The purpose of this Chapter is to define the respective tax responsibilities of Reprosify and its Customers, ensure compliance with applicable tax laws, and provide a consistent framework for the administration of Taxes across all current and future business offerings.

31.2 Definition of Taxes

For purposes of this Policy, “Taxes” include any present or future governmental charge, tax, duty, levy, assessment, fee, surcharge, or similar governmental obligation imposed by any federal, national, state, provincial, territorial, regional, county, municipal, local, or foreign governmental authority.

Taxes include, without limitation:

Sales taxes.
Use taxes.
Value Added Tax (VAT).
Goods and Services Tax (GST).
Harmonized Sales Tax (HST).
Digital Services Taxes.
Excise taxes.
Communications taxes.
Service taxes.
Gross receipts taxes.
Withholding taxes.
Import duties.
Export duties.
Customs duties.
Stamp duties.
Transaction taxes.
Marketplace facilitator taxes.
Regulatory assessments.
Environmental fees.
Municipal taxes.
Similar governmental charges.

Taxes do not include taxes imposed on Reprosify’s net income, corporate profits, franchise taxes based upon income, or similar taxes imposed directly upon Reprosify’s business operations.

31.3 Customer Responsibility

Unless expressly stated otherwise in a separately executed written agreement, the Customer is solely responsible for paying all applicable Taxes arising from the purchase or use of Reprosify’s products and Services.

The Customer agrees to pay all applicable Taxes in addition to the published price of any product or Service unless the applicable pricing expressly states that Taxes are included.

31.4 Taxes Are Separate from Pricing

Unless expressly stated otherwise in writing:

Published prices exclude Taxes.
Promotional pricing excludes Taxes.
Discounted pricing excludes Taxes.
Membership Fees exclude Taxes.
Subscription Fees exclude Taxes.
Enterprise pricing excludes Taxes.
Custom Service pricing excludes Taxes.

Taxes, where applicable, shall be added to the invoice at the time of billing.

31.5 Tax Determination

Reprosify may determine applicable Taxes using commercially reasonable information available at the time of billing, including:

Billing address.
Service address.
Business address.
Shipping address.
Country.
State or province.
Territory.
Municipality.
Postal or ZIP Code.
Tax identification information.
Business registration information.
Product classification.
Service classification.
Applicable tax laws.
Third-party tax calculation services.
Other reasonably available information.

Customers are responsible for providing accurate tax-related information.

31.6 Changes in Tax Laws

Tax laws and regulations may change over time.

Accordingly, Reprosify reserves the right to:

Collect newly applicable Taxes.
Adjust tax calculations.
Modify invoices.
Update tax treatment.
Revise billing procedures.
Comply with new reporting obligations.
Implement new governmental requirements.

Such changes may take effect immediately as required by applicable law.

31.7 Tax Registration Information

Where applicable, Customers agree to provide accurate:

Tax identification numbers.
VAT registration numbers.
GST registration numbers.
Business registration numbers.
Sales tax exemption certificates.
Resale certificates.
Other tax documentation reasonably requested by Reprosify.

Failure to provide required documentation may result in applicable Taxes being charged.

31.8 Tax Exemptions

Customers claiming exemption from applicable Taxes must provide valid documentation acceptable to Reprosify before the applicable transaction is billed.

Acceptable documentation may include:

Resale certificates.
Tax exemption certificates.
Government-issued exemption documentation.
VAT exemption documentation.
GST exemption documentation.
Other legally recognized tax exemption documents.

Reprosify may reject incomplete, expired, invalid, or unverifiable exemption documentation.

Until valid documentation has been accepted, applicable Taxes may continue to be charged.

31.9 Withholding Taxes

If any applicable law requires the Customer to withhold Taxes from payments owed to Reprosify:

The Customer shall promptly notify Reprosify.
The Customer shall comply with all legal withholding obligations.
The Customer shall provide official documentation demonstrating payment of the withheld Taxes to the applicable governmental authority.
Unless otherwise required by an executed written agreement or applicable law, payments shall be made in a manner that allows Reprosify to receive the full amount contractually due.

Nothing in this Section shall require either party to violate applicable tax laws.

31.10 International Transactions

Customers purchasing products or Services from outside the jurisdiction in which Reprosify operates acknowledge that international transactions may be subject to additional Taxes, duties, customs charges, regulatory fees, or similar governmental obligations.

Unless otherwise expressly agreed in writing, the Customer is solely responsible for all such charges.

31.11 Marketplace and Platform Taxes

Where products or Services are sold through online marketplaces, payment processors, app stores, resellers, affiliates, distributors, or similar third-party platforms, Taxes may be collected, remitted, or administered by the applicable platform in accordance with applicable law.

Reprosify shall not be responsible for Taxes collected directly by such third parties except where required by applicable law.

31.12 Tax Corrections

If Reprosify determines that Taxes were:

Under-collected.
Over-collected.
Incorrectly calculated.
Incorrectly omitted.
Incorrectly classified.
Assessed due to administrative error.

Reprosify may, to the fullest extent permitted by applicable law:

Correct the invoice.
Issue an adjusted invoice.
Collect additional Taxes.
Issue an Account Credit where appropriate.
Refund overpaid Taxes where permitted.
Report corrected amounts to the appropriate authorities.

Any correction shall be made in accordance with applicable law.

31.13 Government Audits

Customers agree to reasonably cooperate with Reprosify in responding to governmental tax inquiries relating to transactions involving the Customer.

Such cooperation may include providing:

Tax documentation.
Business registration information.
Transaction records.
Exemption certificates.
Other information reasonably necessary to comply with applicable tax laws.

Nothing in this Section requires disclosure of information protected by applicable law.

31.14 Record Retention

Reprosify may retain tax-related records, invoices, exemption documentation, transaction records, billing information, and related materials for the period required by applicable law or Reprosify’s document retention policies.

Customers are likewise encouraged to retain copies of invoices, receipts, exemption documentation, and tax records for their own accounting and legal purposes.

31.15 Taxes and Refunds

Where a refund is approved under this Policy or required by applicable law:

Applicable Taxes shall be refunded only to the extent required by law.
Tax adjustments may depend upon whether the Taxes have already been remitted to the applicable governmental authority.
Refunds of governmental Taxes remain subject to applicable tax regulations.

Nothing in this Section creates any independent right to a refund that is otherwise excluded under this Policy.

31.16 Taxes Following Cancellation

Cancellation of a Membership, Subscription, Enterprise Service, Custom Service, or other product does not eliminate the Customer’s responsibility for any Taxes that became due before the effective cancellation date.

Taxes associated with earned Fees remain payable even if the underlying Service is later cancelled.

31.17 Compliance with Applicable Law

Reprosify intends to administer Taxes in accordance with applicable laws governing taxation, electronic commerce, software licensing, digital services, subscription services, payment processing, and international commerce.

If any provision of this Chapter conflicts with mandatory tax laws applicable to a particular jurisdiction, that provision shall be interpreted only to the extent necessary to comply with the applicable law while preserving the remaining provisions of this Policy.

31.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, interpret, administer, collect, report, remit, adjust, expand, reduce, suspend, or revise its tax administration practices, tax calculation methodologies, invoicing procedures, exemption verification requirements, tax reporting practices, and compliance processes as necessary to comply with changing legal requirements and evolving business operations.

Nothing contained in this Chapter shall be interpreted as providing tax advice, accounting advice, or legal advice to any Customer. Customers are solely responsible for obtaining independent professional advice regarding their own tax obligations, reporting requirements, and eligibility for exemptions or deductions under applicable law.

Chapter 32. Refund Policy

32.1 Purpose

This Chapter establishes the policies governing refunds, reimbursement requests, repayment requests, billing reversals, goodwill refunds, partial refunds, prorated refunds, credits issued in lieu of refunds, and all other requests seeking the return of monies paid to Reprosify.

The purpose of this Chapter is to establish a uniform refund policy applicable to all products, Services, Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software, artificial intelligence services, CRM platforms, marketing services, advertising services, lead generation services, consulting services, professional services, digital products, marketplaces, referral programs, data services, licensing arrangements, implementation services, training services, and all other current and future offerings of Reprosify.

Unless expressly required by applicable law or a separately executed written agreement signed by an authorized representative of Reprosify, all payments made to Reprosify are governed exclusively by this Chapter.

32.2 General Refund Policy

Except as expressly provided in this Policy, required by applicable law, or approved in writing by an authorized representative of Reprosify, all Fees paid to Reprosify are final and non-refundable.

Customers acknowledge that Reprosify allocates personnel, technology, software licenses, infrastructure, operational resources, onboarding activities, market capacity, staffing, compliance resources, customer support, and other business resources immediately upon enrollment, activation, purchase, scheduling, or commencement of Services.

Accordingly, the Customer agrees that Reprosify earns compensation upon undertaking these obligations and not solely upon completion of a particular business outcome.

32.3 Products and Services Covered

This Refund Policy applies to all amounts paid to Reprosify, including, without limitation:

Membership Fees.
Subscription Fees.
Enterprise Fees.
Professional Service Fees.
Consulting Fees.
Software licensing Fees.
CRM subscriptions.
AI service Fees.
Lead generation Fees.
Marketing service Fees.
Advertising Fees.
Implementation Fees.
Activation Fees.
Setup Fees.
Onboarding Fees.
Training Fees.
Technical support Fees.
Maintenance Fees.
Data service Fees.
API Fees.
White-label Fees.
Marketplace Fees.
Referral Fees.
Success Fees.
Closing Fees.
Administrative Fees.
Renewal Fees.
Upgrade Fees.
Add-on Services.
Custom development Fees.
Custom integration Fees.
Digital product purchases.
Downloadable content.
Future products and Services offered by Reprosify.

32.4 Non-Refundable Fees

Unless expressly required by applicable law or otherwise approved in writing by an authorized representative of Reprosify, the following are non-refundable once incurred or once Reprosify has commenced performance:

Membership Fees.
Subscription Fees.
Enrollment Fees.
Activation Fees.
Setup Fees.
Onboarding Fees.
Administrative Fees.
Professional Service Fees.
Consulting Fees.
Custom development Fees.
Implementation Fees.
Configuration Fees.
Integration Fees.
Software licensing Fees.
Training Fees.
Marketing Fees.
Advertising Fees.
Lead generation Fees.
Territory reservation Fees.
Market reservation Fees.
Data purchases.
API Fees.
Third-party costs.
Taxes previously remitted.
Payment processor Fees.
ACH Return Fees.
Chargeback recovery costs.
Collection costs.
Other Fees earned under this Policy.

32.5 Commencement of Services

For purposes of determining refund eligibility, Services shall be considered commenced immediately upon the occurrence of any one or more of the following:

Account creation.
Account approval.
Membership activation.
Subscription activation.
User provisioning.
CRM configuration.
Software provisioning.
Territory assignment.
Market reservation.
Lead routing preparation.
Internal project assignment.
Staff allocation.
Technical configuration.
Workflow creation.
Data preparation.
AI configuration.
Marketing preparation.
Campaign planning.
Profile creation.
Compliance review.
Identity verification.
Business verification.
Customer onboarding.
Internal administrative processing.
Any other operational work performed by Reprosify.

Commencement of any such activity may render applicable Fees earned and non-refundable.

32.6 No Guaranteed Business Results

Customers acknowledge that Reprosify does not guarantee:

Revenue.
Profitability.
Listings.
Closed transactions.
Commissions.
Leads.
Appointments.
Live transfers.
Sales.
Marketing performance.
Search rankings.
Advertising performance.
Customer acquisition.
Return on investment.
Business growth.
Market share.
Website traffic.
Conversion rates.
AI outputs.
Operational outcomes.
Any specific commercial result.

Accordingly, dissatisfaction with business performance shall not constitute grounds for a refund.

32.7 Customer Dissatisfaction

Customer dissatisfaction, changes in business strategy, lack of time, staffing shortages, financial hardship, changes in market conditions, relocation, retirement, business closure, personnel changes, personal circumstances, or a decision not to use the purchased Services do not create refund eligibility.

The Customer remains responsible for all Fees earned under this Policy.

32.8 Cancellation Does Not Create Refund Rights

Cancellation of a Membership, Subscription, Enterprise Service, Custom Service, or any other product:

Does not rescind the underlying agreement.
Does not reverse Services already performed.
Does not reverse earned Fees.
Does not create refund rights.
Does not create prorated refund rights.
Does not create reimbursement rights.
Does not eliminate payment obligations that accrued before cancellation.

Cancellation affects future Services only unless otherwise required by applicable law.

32.9 Prorated Refunds

Unless expressly required by applicable law or approved in writing by an authorized representative of Reprosify:

Prorated refunds are not available.
Partial refunds are not available.
Mid-term refunds are not available.
Unused service refunds are not available.
Unused Membership refunds are not available.
Unused Subscription refunds are not available.

Customers are responsible for cancelling recurring Services before the applicable Renewal Date if they do not wish to incur future Renewal Fees.

32.10 Goodwill Refunds

From time to time, Reprosify may voluntarily issue a refund as a gesture of goodwill.

Any Goodwill Refund:

Is entirely discretionary.
Does not constitute an admission of fault.
Does not acknowledge liability.
Does not modify this Policy.
Does not establish precedent.
Does not create future entitlement.
Does not waive Reprosify’s contractual rights.

No Customer shall have any contractual expectation of receiving a Goodwill Refund.

32.11 Refund Requests

Customers requesting consideration of a refund should submit a written request containing:

Customer name.
Account information.
Invoice number.
Transaction date.
Amount paid.
Description of the request.
Supporting documentation, where applicable.
Any additional information reasonably requested by Reprosify.

Submission of a refund request does not create entitlement to a refund.

32.12 Refund Review Process

Refund requests may be reviewed considering factors including:

Applicable agreements.
This Policy.
Services already performed.
Account activity.
Activation status.
Customer usage.
Operational work completed.
Payment history.
Internal documentation.
Applicable law.
Other relevant circumstances.

Reprosify may request additional documentation before completing its review.

32.13 Approved Refunds

If Reprosify approves a refund or if a refund is otherwise required by applicable law:

Refunds shall generally be issued to the original Payment Method where reasonably practicable.
Reprosify may instead issue an Account Credit where agreed by the Customer or permitted by applicable law.
Processing times may vary depending upon payment processors, financial institutions, banks, card networks, governmental requirements, fraud prevention reviews, and operational considerations.
Refund processing time estimates are not guarantees.

32.14 Third-Party Costs

Amounts already paid by Reprosify to third parties on behalf of the Customer generally are not refundable.

Such amounts may include:

Advertising expenditures.
Domain registrations.
Software licenses.
Hosting Fees.
Telecommunications costs.
Data purchases.
Marketplace charges.
Government filing Fees.
Regulatory Fees.
Third-party vendor costs.
Other pass-through expenses.

32.15 Promotional Pricing and Discounts

Promotional Pricing, discounts, coupons, Promotional Credits, Credit Back Programs, referral incentives, loyalty incentives, or other commercial concessions do not create additional refund rights.

If a refund is approved, Reprosify may calculate the refund based upon the actual amount paid after application of all discounts, Credits, incentives, or promotional adjustments.

32.16 Taxes

Taxes shall be refunded only to the extent required by applicable law and only where such Taxes have not already been remitted to the applicable governmental authority or where recovery from the applicable governmental authority is legally permitted.

32.17 Fraud Prevention

Reprosify reserves the right to deny or delay any refund request where it reasonably suspects:

Fraud.
Payment abuse.
Identity theft.
Account manipulation.
Duplicate refund requests.
Chargeback abuse.
Misrepresentation.
False documentation.
Unauthorized transactions under investigation.
Other improper conduct.

Nothing in this Section limits any non-waivable rights available under applicable law.

32.18 Relationship to Chargebacks

Customers agree that requesting a refund directly from Reprosify before initiating a Chargeback often results in faster and more efficient resolution.

Nothing in this Section limits the Customer’s statutory rights to dispute genuinely unauthorized or unlawful transactions through the applicable financial institution where such rights cannot legally be waived.

32.19 Exclusive Refund Policy

This Chapter constitutes the exclusive Refund Policy governing all products and Services offered by Reprosify.

No oral statement, marketing material, proposal, presentation, email, text message, customer support communication, sales discussion, or other representation shall modify this Refund Policy unless expressly incorporated into a written agreement executed by an authorized representative of Reprosify.

32.20 Survival

The provisions of this Chapter shall survive cancellation, expiration, suspension, termination, account closure, completion of Services, or expiration of any Membership, Subscription, Enterprise Agreement, or other contractual relationship to the extent necessary to resolve refund requests, payment disputes, Chargebacks, collection matters, audits, legal proceedings, or other matters arising from payments made during the Customer’s relationship with Reprosify.

32.21 Compliance with Applicable Law

Reprosify intends to administer this Refund Policy in accordance with all mandatory consumer protection, commercial, electronic commerce, subscription, payment processing, and other applicable laws.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular transaction or jurisdiction, that provision shall be interpreted only to the extent necessary to comply with the applicable law, while the remaining provisions of this Chapter shall remain in full force and effect.

32.22 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, or discontinue its refund procedures, review processes, documentation requirements, payment administration practices, and operational guidelines at any time.

Nothing contained in this Chapter shall be interpreted as creating a general right to refunds, reimbursements, credits, or compensation except where expressly required by this Policy, a separately executed written agreement, or applicable law. All rights and remedies of Reprosify under this Policy and applicable law are expressly reserved.

Chapter 33. No Refund Policy

33.1 Purpose

This Chapter establishes Reprosify’s No Refund Policy and sets forth the circumstances under which payments made to Reprosify are considered final.

The purpose of this Chapter is to provide Customers with clear notice that Reprosify allocates substantial business resources immediately upon enrollment, purchase, activation, scheduling, onboarding, implementation, or commencement of Services. Because these resources are committed at or near the time of purchase, most Fees become earned upon commencement of administrative or operational activities and are therefore non-refundable.

This Chapter applies to every product, Service, Membership Plan, Subscription Plan, Enterprise Service, Custom Service, software license, digital product, consulting engagement, marketing service, advertising service, artificial intelligence service, CRM platform, lead generation program, data service, marketplace offering, referral program, and every other current or future offering made available by Reprosify.

33.2 General No Refund Policy

Except where expressly required by applicable law or expressly approved in writing by an authorized representative of Reprosify, all payments made to Reprosify are final and non-refundable.

The Customer acknowledges that this No Refund Policy is a material term of every purchase and forms an essential part of the pricing structure offered by Reprosify.

The prices offered by Reprosify are established with the understanding that payments are generally final once Services have been purchased or commenced.

33.3 All Sales Are Final

Unless otherwise expressly provided in a separately executed written agreement or required by applicable law:

All sales are final.
All purchases are final.
All Membership Fees are final.
All Subscription Fees are final.
All Enterprise Fees are final.
All Service Fees are final.
All digital product purchases are final.
All software purchases are final.
All implementation Fees are final.
All onboarding Fees are final.
All Activation Fees are final.
All Setup Fees are final.
All Administrative Fees are final.

Customers acknowledge that they have had an opportunity to review the products and Services before making a purchasing decision.

33.4 Immediate Allocation of Resources

Customers acknowledge that Reprosify begins allocating business resources immediately following enrollment or purchase.

Such resource allocation may include:

Personnel assignment.
Account creation.
Customer onboarding.
Software provisioning.
CRM configuration.
AI configuration.
Territory assignment.
Market reservation.
Lead routing preparation.
Internal workflow creation.
Customer Success assignment.
Technical implementation.
Profile development.
Data preparation.
Compliance review.
Business verification.
Identity verification.
Security review.
Billing administration.
Project management.
Infrastructure allocation.
Software licensing.
Third-party vendor coordination.
Marketing preparation.
Advertising preparation.
Internal scheduling.
Operational planning.
Quality assurance.
Other administrative and operational activities.

Because these resources are committed immediately, Reprosify earns compensation upon commencement of such activities and not solely upon the Customer’s future use of the Services.

33.5 Non-Refundable Products and Services

Unless expressly required by applicable law, the following are non-refundable once purchased, activated, scheduled, provisioned, configured, assigned, or otherwise commenced:

Membership Plans.
Subscription Plans.
Enterprise Services.
Custom Services.
Professional Services.
Consulting Services.
Software licenses.
CRM subscriptions.
AI services.
Marketing campaigns.
Advertising campaigns.
Lead generation programs.
Live transfer services.
Appointment generation services.
Lead nurturing services.
Data purchases.
API services.
Integrations.
White-label services.
Marketplace services.
Digital downloads.
Online courses.
Training programs.
Implementation services.
Configuration services.
Technical support plans.
Premium support services.
Reserved territories.
Reserved market areas.
Reserved service capacity.
Future products and Services introduced by Reprosify.

33.6 Customer Decision Not to Use Services

A Customer’s decision not to use purchased Services does not create refund eligibility.

Examples include, without limitation:

Failure to log into the Platform.
Failure to complete onboarding.
Failure to attend training.
Failure to activate features.
Failure to upload information.
Failure to answer transferred calls.
Failure to respond to leads.
Failure to utilize available tools.
Staffing shortages.
Business closure.
Financial hardship.
Relocation.
Retirement.
Change in business strategy.
Personal circumstances.
Market conditions.
Competitive factors.

Purchased Services remain subject to this No Refund Policy regardless of Customer usage.

33.7 Customer Expectations

The Customer acknowledges that Reprosify does not sell guaranteed business outcomes.

Reprosify does not guarantee:

Revenue.
Profit.
Listings.
Commissions.
Closed transactions.
Qualified leads.
Appointment volume.
Live transfer volume.
Website traffic.
Search engine rankings.
Advertising performance.
Customer acquisition.
Sales conversions.
Return on investment.
Market share.
Business growth.
Competitive advantage.
Any particular financial or commercial result.

Accordingly, failure to achieve desired business objectives shall not create refund rights.

33.8 Cancellation Does Not Create Refund Rights

Cancellation of any product or Service:

Does not rescind the original purchase.
Does not reverse Services already performed.
Does not reverse operational work already completed.
Does not create refund rights.
Does not create reimbursement rights.
Does not create prorated refund rights.
Does not eliminate amounts already earned.

Cancellation affects future Services only unless otherwise required by applicable law.

33.9 No Refunds for Partial Use

Customers shall not be entitled to refunds because they:

Used only part of the Service.
Used only part of the Membership Term.
Used only part of the Subscription Term.
Used fewer features than anticipated.
Used fewer seats than purchased.
Purchased excess capacity.
Failed to utilize available benefits.
Experienced reduced business activity.
Experienced seasonal business fluctuations.

Partial use does not reduce the value of Services already made available.

33.10 Third-Party Costs

Reprosify frequently incurs expenses with third-party vendors shortly after enrollment.

Such costs may include:

Software licenses.
Advertising expenditures.
Telecommunications services.
Data purchases.
Hosting services.
Cloud infrastructure.
Domain registrations.
Payment processing.
Marketing vendors.
AI providers.
Compliance vendors.
Security providers.
Integration providers.

Amounts committed to third parties generally cannot be recovered by Reprosify and therefore are not refundable.

33.11 No Refunds Following Automatic Renewal

Unless expressly required by applicable law or a separately executed written agreement, Renewal Fees charged pursuant to an authorized Automatic Renewal are non-refundable.

Customers remain solely responsible for submitting timely cancellation requests before the applicable Renewal Date.

Failure to cancel before renewal does not create refund eligibility.

33.12 No Refunds Following Chargebacks

Initiating a Chargeback, ACH dispute, payment reversal, or bank dispute does not create entitlement to a refund.

Refund eligibility shall continue to be governed exclusively by this Policy and applicable law.

33.13 Goodwill Exceptions

From time to time, Reprosify may voluntarily issue a refund, partial refund, Billing Credit, Account Credit, Promotional Credit, Credit Back benefit, or other commercial accommodation.

Any such accommodation:

Is entirely discretionary.
Does not constitute an admission of liability.
Does not establish a legal obligation.
Does not modify this Policy.
Does not create precedent.
Does not require similar accommodations for other Customers.

No Customer shall have any contractual expectation of receiving a discretionary exception.

33.14 Exclusive No Refund Policy

This Chapter constitutes Reprosify’s exclusive No Refund Policy.

No verbal statement, advertisement, sales presentation, demonstration, proposal, quotation, marketing material, customer support communication, email, text message, social media communication, or other representation shall modify this Chapter unless expressly incorporated into a written agreement executed by an authorized representative of Reprosify.

The Customer acknowledges that it has not relied upon any representation inconsistent with this Chapter when purchasing products or Services.

33.15 Compliance with Applicable Law

Nothing contained in this Chapter is intended to limit, waive, or restrict any mandatory refund rights that cannot legally be waived under applicable law.

Where a jurisdiction requires refunds notwithstanding this Policy, this Chapter shall be interpreted and enforced only to the minimum extent necessary to comply with such mandatory legal requirements.

All remaining provisions shall remain in full force and effect.

33.16 Survival

The provisions of this Chapter shall survive cancellation, suspension, expiration, termination, completion of Services, closure of an Account, expiration of a Membership, expiration of a Subscription, or termination of any contractual relationship between the Customer and Reprosify.

These provisions shall continue to govern all refund requests, billing disputes, Chargebacks, ACH disputes, payment reversals, collection proceedings, arbitrations, mediations, audits, and legal proceedings relating to payments made during the Customer’s relationship with Reprosify.

33.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to interpret, administer, modify, clarify, expand, limit, supplement, replace, or update this No Refund Policy at any time with prospective effect.

Nothing contained in this Chapter shall be interpreted as creating any contractual or equitable right to a refund, reimbursement, credit, compensation, or payment except where expressly required by applicable law or expressly approved in a written agreement executed by an authorized representative of Reprosify.

All rights and remedies available to Reprosify under this Policy, any applicable agreement, and applicable law are expressly reserved.

Chapter 34. No Prorated Refunds

34.1 Purpose

This Chapter establishes Reprosify’s policy regarding prorated refunds, partial reimbursements, partial credits, unused service reimbursements, early termination refunds, mid-term cancellation refunds, and similar requests seeking reimbursement for any unused portion of a Membership, Subscription, Enterprise Service, Custom Service, software license, digital product, or any other product or Service offered by Reprosify.

The purpose of this Chapter is to provide Customers with clear notice that Reprosify prices its products and Services based upon committed resources, operational planning, staffing, technology investments, reserved capacity, and recurring infrastructure costs rather than actual usage by an individual Customer.

Accordingly, unless expressly required by applicable law or expressly approved in writing by an authorized representative of Reprosify, Reprosify does not provide prorated refunds.

34.2 General No Prorated Refund Policy

Except where expressly required by applicable law or a separately executed written agreement, Reprosify does not provide:

Prorated refunds.
Partial refunds.
Mid-term reimbursements.
Unused service refunds.
Unused Membership refunds.
Unused Subscription refunds.
Remaining term reimbursements.
Unused feature reimbursements.
Unused seat reimbursements.
Partial billing cycle refunds.
Partial Renewal Term refunds.
Partial contract refunds.
Early termination reimbursements.

All Fees earned under this Policy remain payable in full.

34.3 Billing Periods Are Purchased as Complete Terms

Memberships, Subscriptions, Enterprise Services, recurring software licenses, maintenance plans, support services, recurring marketing programs, and similar offerings are sold as complete Billing Cycles or contractual terms.

Whether the applicable Billing Cycle is:

Monthly.
Quarterly.
Semi-annual.
Annual.
Multi-year.
Enterprise term.
Project milestone.
Campaign period.
Custom contractual period.

the Customer purchases the entire applicable term rather than individual days, weeks, or portions thereof.

Accordingly, cancellation before the end of the applicable term does not reduce the Fees earned by Reprosify.

34.4 Cancellation During a Billing Cycle

If a Customer cancels during an active Billing Cycle or Renewal Term:

Services generally remain available through the end of the paid Billing Cycle unless otherwise specified.
Future recurring billing may cease in accordance with this Policy.
No portion of the Fees already charged shall be refunded or credited on a prorated basis.

Cancellation affects future Billing Cycles only and does not alter Fees already earned for the current Billing Cycle.

34.5 Customer Non-Use

A Customer’s failure to use some or all of the purchased Services does not create eligibility for a prorated refund.

This includes, without limitation:

Failure to log into the Platform.
Failure to complete onboarding.
Failure to activate features.
Failure to answer transferred calls.
Failure to respond to leads.
Failure to launch marketing campaigns.
Failure to utilize AI tools.
Failure to use CRM features.
Failure to use purchased licenses.
Failure to use purchased seats.
Reduced business activity.
Seasonal slowdowns.
Vacation.
Illness.
Personnel changes.
Business closure.
Financial hardship.
Relocation.
Retirement.
Changes in business strategy.

The availability of the Services, rather than the Customer’s actual use, constitutes performance for purposes of this Policy where applicable.

34.6 Immediate Operational Commitments

Customers acknowledge that Reprosify incurs significant operational obligations immediately after enrollment or renewal, including:

Personnel allocation.
Customer Success assignment.
Technical support availability.
Platform provisioning.
CRM hosting.
AI infrastructure.
Software licensing.
Cloud hosting.
Security monitoring.
Compliance administration.
Data storage.
Payment processing.
Account management.
Territory reservation.
Market capacity planning.
Internal staffing.
Vendor commitments.
Administrative processing.
Other operational costs.

These costs continue throughout the applicable Billing Cycle regardless of Customer usage and form part of the basis for Reprosify’s No Prorated Refund Policy.

34.7 Automatic Renewals

Where a Membership, Subscription, or recurring Service automatically renews pursuant to this Policy:

Renewal Fees apply to the entire Renewal Term.
Mid-term cancellation does not create prorated refund rights.
Early termination of the Renewal Term does not reduce the Renewal Fee.
Customers remain responsible for submitting cancellation requests before the applicable Renewal Date if they do not wish to incur future Renewal Fees.

34.8 Enterprise Agreements

Enterprise Agreements may contain negotiated billing arrangements that differ from the standard provisions of this Policy.

Unless an executed Enterprise Agreement expressly provides for prorated refunds, no prorated refund shall be available under an Enterprise Agreement.

34.9 Upgrades and Downgrades

If a Customer upgrades or downgrades a Membership, Subscription, or Service:

Reprosify may apply revised pricing prospectively.
Additional Fees may become immediately due.
Future recurring billing may be adjusted.
Existing Billing Cycles shall not automatically be prorated.

Any billing adjustment associated with an upgrade or downgrade shall be governed by the applicable pricing terms communicated by Reprosify and shall not constitute a general right to prorated refunds.

34.10 Suspension of Services

If Services are suspended because of:

Failed Payments.
Chargebacks.
ACH Returns.
Fraud investigations.
Security concerns.
Violations of this Policy.
Violations of applicable agreements.
Other lawful grounds.

such suspension does not create eligibility for a prorated refund.

Customers remain responsible for all Fees earned before or during the suspension period.

34.11 Third-Party Costs

Many Services require Reprosify to incur expenses with third-party vendors that are not recoverable after activation.

Examples include:

Software licenses.
Cloud hosting.
Advertising commitments.
Data purchases.
Telecommunications services.
Artificial intelligence providers.
Payment processing.
Domain registrations.
Security services.
Compliance vendors.
Other third-party infrastructure.

Because these costs are incurred regardless of Customer usage, prorated refunds generally are not commercially practicable.

34.12 Credits Are Not Prorated Refunds

From time to time, Reprosify may voluntarily issue:

Account Credits.
Billing Credits.
Promotional Credits.
Credit Back benefits.
Goodwill Credits.
Other discretionary commercial accommodations.

Such Credits:

Are not prorated refunds.
Are not admissions of liability.
Do not modify this Policy.
Do not establish future entitlement.
Remain governed by their respective Chapters within this Policy.

34.13 Limited Exceptions

Prorated refunds may be issued only where:

Required by applicable law.
Expressly required by a separately executed written agreement.
Approved in writing by an authorized executive of Reprosify as an exceptional commercial accommodation.

Any such exception shall apply only to the specific transaction approved and shall not establish precedent for any other Customer or future transaction.

34.14 No Waiver

Reprosify’s decision on one or more occasions to issue a partial refund, Billing Credit, Account Credit, or other accommodation shall not:

Modify this Policy.
Create a course of dealing.
Establish a contractual obligation.
Waive the No Prorated Refund Policy.
Require Reprosify to provide similar accommodations in future situations.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

34.15 Compliance with Applicable Law

Nothing contained in this Chapter is intended to waive, restrict, or eliminate any mandatory rights that cannot legally be waived under applicable law.

Where a jurisdiction requires prorated refunds in specific circumstances, this Chapter shall be interpreted only to the minimum extent necessary to comply with such legal requirements.

All remaining provisions shall remain fully enforceable.

34.16 Survival

This Chapter shall continue to govern all requests for prorated refunds, partial reimbursements, payment disputes, Chargebacks, ACH disputes, arbitrations, mediations, audits, administrative reviews, and legal proceedings relating to any payment made to Reprosify.

34.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, or discontinue its billing methodologies, Billing Cycles, term structures, cancellation procedures, credit programs, pricing models, and refund administration practices.

Nothing contained in this Chapter shall be interpreted as creating any contractual or equitable right to a prorated refund, partial reimbursement, partial credit, or other proportional payment adjustment except where expressly required by applicable law or approved in a separately executed written agreement signed by an authorized representative of Reprosify.

All rights and remedies available to Reprosify under this Policy, any applicable agreement, and applicable law are expressly reserved.

Chapter 35. Cancellation Policy

35.1 Purpose

This Chapter establishes the policies governing the cancellation of Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software licenses, digital products, artificial intelligence services, CRM platforms, marketing services, advertising services, lead generation services, consulting services, professional services, recurring billing arrangements, and all other current and future products and Services offered by Reprosify.

The purpose of this Chapter is to provide a uniform framework for requesting, processing, administering, and completing cancellations while preserving Reprosify’s operational integrity, financial stability, contractual rights, and ongoing obligations.

This Chapter applies to every Customer, regardless of pricing model, Membership level, Subscription term, Service category, billing frequency, payment method, geographic location, or sales channel through which Services were purchased.

35.2 General Cancellation Policy

Customers may cancel eligible recurring Services in accordance with this Policy and any applicable agreement.

Cancellation terminates future Services only and does not rescind, reverse, or invalidate:

Services already performed.
Administrative work already completed.
Operational activities already undertaken.
Fees previously earned.
Existing payment obligations.
Outstanding balances.
Previously authorized charges.
Surviving contractual obligations.

Cancellation is prospective only unless otherwise required by applicable law.

35.3 Services Eligible for Cancellation

Unless otherwise prohibited by law or governed by a separately executed written agreement, the following may be cancelled in accordance with this Policy:

Membership Plans.
Subscription Plans.
Enterprise Services.
Recurring software licenses.
CRM subscriptions.
Artificial intelligence subscriptions.
Marketing retainers.
Advertising management services.
Technical support plans.
Maintenance programs.
Data subscriptions.
API subscriptions.
Marketplace subscriptions.
White-label subscriptions.
Customer Success programs.
Recurring consulting services.
Recurring professional services.
Future recurring products and Services introduced by Reprosify.

Certain one-time purchases, completed professional services, custom development projects, digital downloads, implementation services, onboarding activities, setup services, and other completed deliverables may not be cancellable once commenced.

35.4 Customer’s Right to Cancel

Customers may request cancellation at any time.

However, submission of a cancellation request does not itself terminate Services.

Cancellation becomes effective only after:

Receipt by Reprosify.
Verification of the request.
Confirmation that contractual cancellation requirements have been satisfied.
Completion of reasonable administrative processing.
Determination of the applicable effective cancellation date.

Until cancellation becomes effective, recurring billing and Services may continue in accordance with this Policy.

35.5 Required Method of Cancellation

To protect both the Customer and Reprosify, cancellation requests should be submitted using the procedures designated by Reprosify.

Reprosify may require cancellation requests to be submitted through one or more of the following:

Official Cancellation Request Form.
Customer Portal.
Authorized Account Dashboard.
Designated email address.
Enterprise account administrator.
Written notice.
Secure online cancellation system.
Other methods designated by Reprosify.

Reprosify may require sufficient information to verify the identity and authority of the individual submitting the cancellation request.

35.6 Authorized Representatives

Cancellation requests may only be submitted by:

The Account owner.
An authorized business representative.
An authorized billing contact.
An authorized Enterprise administrator.
A person otherwise authorized by applicable law or written authorization.

Reprosify may decline cancellation requests submitted by unauthorized individuals.

35.7 Verification of Cancellation Requests

Before processing a cancellation request, Reprosify may verify:

Customer identity.
Account ownership.
Billing authority.
Business authorization.
Outstanding payment obligations.
Applicable contractual commitments.
Pending projects.
Active Services.
Applicable Renewal Dates.
Other information reasonably necessary to process the request.

Verification procedures are intended to protect both Customers and Reprosify from unauthorized account modifications.

35.8 Advance Notice Requirement

Unless otherwise required by applicable law or expressly provided in a written agreement, cancellation requests should be received at least three (3) business days before the next scheduled billing date to avoid processing of the upcoming recurring charge.

Requests received after the applicable processing deadline may become effective at the conclusion of the following Billing Cycle.

Reprosify may process late requests as a courtesy but is under no obligation to do so.

35.9 Effective Date of Cancellation

Unless otherwise required by applicable law or expressly agreed in writing:

Cancellation becomes effective at the end of the current Billing Cycle.
Services generally remain available through the paid Billing Cycle.
No future recurring billing shall occur after the effective cancellation date.
Previously earned Fees remain payable.

The effective cancellation date shall be determined by Reprosify based upon applicable contractual requirements and administrative processing.

35.10 No Retroactive Cancellation

Cancellation requests operate prospectively only.

Customers may not retroactively cancel:

Memberships.
Subscriptions.
Renewals.
Previously billed Billing Cycles.
Previously earned Services.
Previously completed work.
Previously incurred Fees.

Retroactive cancellation shall be available only where expressly required by applicable law.

35.11 Cancellation Does Not Create Refund Rights

Cancellation does not entitle the Customer to:

Refunds.
Partial refunds.
Prorated refunds.
Reimbursements.
Credits.
Compensation.
Payment reversals.

Refund eligibility continues to be governed exclusively by the Refund Policy, No Refund Policy, No Prorated Refund Policy, and any mandatory rights provided under applicable law.

35.12 Outstanding Payment Obligations

Cancellation does not release the Customer from payment obligations that accrued before the effective cancellation date.

Customers remain responsible for:

Outstanding invoices.
Earned Membership Fees.
Earned Subscription Fees.
Administrative Fees.
Professional Service Fees.
Approved third-party costs.
Taxes.
Government assessments.
Collection costs where permitted.
Other contractual payment obligations.

35.13 Automatic Renewals

Customers remain responsible for submitting cancellation requests before the applicable Renewal Date.

Failure to cancel before an authorized Automatic Renewal may result in the Renewal Fee being charged in accordance with this Policy.

Cancellation submitted after Renewal shall generally prevent only subsequent renewals unless otherwise required by applicable law.

35.14 Services During the Cancellation Period

Until the effective cancellation date, Reprosify may continue providing:

Platform access.
CRM access.
Lead routing.
Live transfers.
Appointment services.
AI functionality.
Customer support.
Technical support.
Reporting.
Marketing services.
Advertising services.
Other Services included within the applicable Membership or Subscription.

Customers remain responsible for complying with this Policy during the remaining Service period.

35.15 Customer Responsibilities Before Cancellation

Before cancellation becomes effective, Customers are responsible for:

Downloading desired reports.
Exporting available data.
Saving customer records.
Retaining invoices.
Downloading available documents.
Updating third-party integrations.
Transferring necessary business information.
Completing any other activities necessary to preserve desired information.

Unless otherwise required by law or an applicable agreement, Reprosify has no obligation to indefinitely preserve Customer data following cancellation.

35.16 Data Retention and Deletion

Following cancellation, Reprosify may retain Customer information for a commercially reasonable period or for the period required by applicable law, regulatory obligations, internal record retention policies, dispute resolution, fraud prevention, security, auditing, tax compliance, or enforcement of contractual rights.

Following expiration of the applicable retention period, Reprosify may permanently delete:

Account information.
CRM records.
Customer notes.
Call recordings.
Lead history.
Transfer history.
Reports.
Documents.
Communications.
Uploaded files.
AI history.
Platform data.
Other Account information.

Reprosify shall have no liability for deletion occurring after expiration of the applicable retention period.

35.17 Reserved Markets and Territories

Certain Memberships or Services may include:

Market assignments.
Reserved territories.
Exclusive service areas.
Geographic protection.
Priority placement.
Reserved capacity.

Upon cancellation, such rights may immediately or upon the effective cancellation date be released for reassignment to other Customers.

Reprosify does not guarantee that previously assigned markets or territories will remain available if the Customer later reenrolls.

35.18 Reinstatement After Cancellation

Customers seeking to reactivate Services after cancellation may be required to:

Submit a new application.
Complete a new onboarding process.
Accept then-current agreements.
Pay applicable enrollment Fees.
Pay current Membership Fees.
Pay current Subscription Fees.
Complete verification procedures.
Accept updated pricing.
Satisfy current eligibility requirements.

Reinstatement is subject to market availability, operational capacity, and Reprosify’s approval.

35.19 Enterprise Agreements

Enterprise Agreements may establish customized cancellation procedures.

Where an executed Enterprise Agreement expressly modifies the provisions of this Chapter, the Enterprise Agreement shall govern solely with respect to those expressly modified provisions.

All remaining provisions of this Policy shall continue to apply.

35.20 Force Majeure

If cancellation processing is delayed due to events beyond Reprosify’s reasonable control, including natural disasters, governmental actions, cyber incidents, widespread technology failures, labor disruptions, payment processor outages, telecommunications failures, or other Force Majeure events, the effective cancellation date may be adjusted as reasonably necessary.

Such delays shall not constitute a breach of this Policy.

35.21 No Waiver

Reprosify’s decision to:

Process a late cancellation.
Waive a notice requirement.
Provide additional time.
Extend Services beyond the cancellation date.
Issue a discretionary Credit.
Make any other customer accommodation.

shall not:

Modify this Policy.
Establish a course of dealing.
Create future expectations.
Waive future enforcement.
Require Reprosify to provide similar accommodations to any Customer.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

35.22 Compliance with Applicable Law

Reprosify intends to administer cancellations in accordance with all applicable laws governing recurring subscriptions, electronic commerce, consumer protection, commercial transactions, automatic renewals, and electronic communications.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular Customer or jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with the applicable law, while the remaining provisions shall remain in full force and effect.

35.23 Survival

The provisions of this Chapter shall survive cancellation, expiration, suspension, termination, completion of Services, Account closure, and expiration of any Membership, Subscription, Enterprise Agreement, or other contractual relationship to the extent necessary to resolve payment obligations, refund requests, Chargebacks, ACH disputes, collections, audits, investigations, arbitration proceedings, mediation proceedings, litigation, enforcement actions, or any other matter arising from the Customer’s relationship with Reprosify.

35.24 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, or discontinue its cancellation procedures, cancellation forms, verification requirements, notice periods, processing methods, operational practices, data retention procedures, reinstatement policies, and related administrative processes at any time with prospective effect.

Nothing contained in this Chapter shall be interpreted as creating any right to cancel without complying with this Policy, any applicable agreement, or mandatory applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 36. Cancellation Form Requirements

36.1 Purpose

This Chapter establishes the mandatory procedures governing the submission, verification, processing, and acceptance of Cancellation Requests submitted to Reprosify.

The purpose of this Chapter is to establish a standardized cancellation process that protects both the Customer and Reprosify by ensuring that cancellation requests are properly documented, verified, processed, and retained as part of the Customer’s contractual records.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software subscriptions, digital products, recurring Services, and all current and future products and Services offered by Reprosify that permit cancellation.

36.2 Mandatory Cancellation Request Form

Unless otherwise expressly approved in writing by Reprosify or required by applicable law, all cancellation requests must be submitted using Reprosify’s official Cancellation Request Form or another cancellation method expressly designated by Reprosify.

The official Cancellation Request Form forms part of this Policy and may be updated from time to time without requiring amendment of this Chapter.

Submission of the official Cancellation Request Form is a contractual condition for processing a cancellation request.

36.3 Exclusive Cancellation Method

Unless otherwise required by applicable law, Reprosify shall not be obligated to recognize cancellation requests submitted through:

Telephone conversations.
Voice mail messages.
SMS or text messages.
Social media messages.
Chat messages.
Customer support conversations.
Sales representatives.
Verbal requests.
Third-party communications.
Informal emails.
Comments on invoices.
Payment disputes.
Chargebacks.
ACH disputes.
Bank communications.
Requests made through payment processors.
Any method not expressly designated by Reprosify.

Only cancellation requests submitted through Reprosify’s approved cancellation procedures shall be deemed valid.

36.4 Required Information

To facilitate accurate processing, the Cancellation Request Form may require information including, without limitation:

Customer name.
Business name.
Brokerage name.
Account number.
Customer identification number.
Membership Plan.
Subscription Plan.
Service identification.
Billing contact information.
Email address.
Telephone number.
Effective cancellation request date.
Authorized representative information.
Reason for cancellation.
Signature.
Date of execution.
Any additional information reasonably requested by Reprosify.

Incomplete requests may delay processing.

36.5 Identity Verification

Reprosify may require reasonable verification of the identity and authority of the individual submitting a Cancellation Request.

Verification methods may include:

Account authentication.
Email verification.
Multi-factor authentication.
Government-issued identification, where appropriate.
Business authorization.
Corporate officer verification.
Billing contact verification.
Electronic signature verification.
Security questions.
Other commercially reasonable verification procedures.

Reprosify may refuse to process cancellation requests that cannot be reasonably verified.

36.6 Authorized Persons

Cancellation Requests may only be submitted by:

The Account owner.
An authorized officer of the Customer.
An authorized billing contact.
An authorized Enterprise administrator.
A person holding written authority from the Customer.
Another individual authorized under applicable law.

Reprosify may require documentation establishing such authority.

36.7 Submission Requirements

Cancellation Requests shall be submitted using the procedures designated by Reprosify.

Approved submission methods may include:

Designated cancellation email address.
Secure Customer Portal.
Online cancellation system.
Enterprise account management portal.
Electronic document submission.
Other secure submission methods designated by Reprosify.

Submission through an approved method does not automatically constitute acceptance or completion of cancellation.

36.8 Processing Timeline

After receipt of a properly completed Cancellation Request Form, Reprosify shall make commercially reasonable efforts to process the request within a reasonable period.

Processing times may vary depending upon:

Verification requirements.
Billing cycle timing.
Payment status.
Outstanding balances.
Enterprise contract review.
Technical processing.
Operational workload.
System availability.
Fraud prevention review.
Compliance review.
Other administrative considerations.

Estimated processing times are provided for administrative convenience only and do not constitute guaranteed processing deadlines.

36.9 Effective Date

Submission of a Cancellation Request Form does not immediately terminate Services.

Cancellation becomes effective only upon:

Successful verification.
Administrative processing.
Satisfaction of contractual requirements.
Determination of the applicable effective cancellation date.

The effective cancellation date shall be governed by this Policy and any applicable agreement.

36.10 Outstanding Obligations

A Cancellation Request Form does not eliminate or suspend:

Outstanding balances.
Previously earned Fees.
Renewal Fees already incurred.
Administrative Fees.
Professional Service Fees.
Taxes.
Collection costs.
Chargeback obligations.
Other surviving contractual obligations.

Outstanding obligations remain payable notwithstanding submission of a Cancellation Request.

36.11 Cancellation Acknowledgment

Upon completion of processing, Reprosify may provide written confirmation indicating:

Receipt of the request.
Effective cancellation date.
Services affected.
Remaining access period.
Outstanding balances.
Continuing contractual obligations.
Other relevant administrative information.

Customers should retain such confirmation for their records.

Failure to receive a confirmation should be promptly reported to Reprosify.

36.12 Incomplete or Defective Requests

Reprosify may decline to process, delay, or request correction of any Cancellation Request that:

Is incomplete.
Is illegible.
Contains inaccurate information.
Cannot be verified.
Lacks required authorization.
Omits required signatures.
Is submitted through an unauthorized method.
Contains conflicting information.
Is otherwise insufficient for processing.

Until a compliant request is received, recurring billing and Services may continue in accordance with this Policy.

36.13 Fraud Prevention

Reprosify reserves the right to investigate any Cancellation Request where it reasonably suspects:

Identity fraud.
Unauthorized account access.
Forged signatures.
False authority.
Account manipulation.
Fraudulent cancellation activity.
Business impersonation.
Other improper conduct.

During such investigation, Reprosify may temporarily delay processing while protecting the interests of all affected parties.

36.14 Enterprise Customers

Enterprise Customers may be subject to additional cancellation procedures, including:

Internal approval requirements.
Procurement verification.
Contract administrator approval.
Executive authorization.
Transition planning.
Offboarding procedures.
Asset return requirements.
Data transition planning.
Contract closeout procedures.

Where an executed Enterprise Agreement establishes different cancellation procedures, those procedures shall govern solely with respect to the Enterprise Services covered by that agreement.

36.15 Record Retention

Reprosify may retain:

Cancellation Request Forms.
Electronic submissions.
Email correspondence.
Electronic signatures.
Verification records.
Processing logs.
Internal notes.
Audit records.
Communications.
Supporting documentation.

Such records may be retained for the period required by applicable law, contractual obligations, internal record retention policies, dispute resolution, fraud prevention, auditing, taxation, regulatory compliance, or enforcement of contractual rights.

36.16 Electronic Signatures

Customers agree that electronic signatures, electronic acknowledgments, click-through acceptance, digital authentication, electronic confirmations, and similar electronic methods shall have the same legal force and effect as handwritten signatures to the fullest extent permitted by applicable law.

Electronic records maintained by Reprosify shall constitute prima facie evidence that a Cancellation Request was submitted, verified, and processed.

36.17 No Waiver

Reprosify’s decision to process an informal cancellation request on one or more occasions shall not:

Modify this Policy.
Create a continuing practice.
Waive future compliance.
Establish a course of dealing.
Require Reprosify to accept future informal cancellation requests.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

36.18 Compliance with Applicable Law

Reprosify intends to administer Cancellation Request procedures in accordance with applicable laws governing electronic commerce, electronic signatures, subscription services, automatic renewals, consumer protection, commercial transactions, privacy, and record retention.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular Customer or jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with applicable law, while the remaining provisions shall remain in full force and effect.

36.19 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, or discontinue its Cancellation Request Forms, submission procedures, verification requirements, processing workflows, electronic authentication methods, documentation requirements, record retention practices, and administrative processes at any time.

Nothing contained in this Chapter shall be interpreted as creating a right to cancel through any method other than those designated by Reprosify or required by applicable law. All rights, remedies, and protections available to Reprosify under this Policy, any applicable agreement, and applicable law are expressly reserved.

Chapter 37. Processing Times

37.1 Purpose

This Chapter establishes the policies governing administrative processing times applicable to Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software licenses, digital products, billing transactions, refunds, cancellations, credits, account changes, renewals, reinstatements, and all other products and Services offered by Reprosify.

The purpose of this Chapter is to establish reasonable expectations regarding the time required to process administrative requests while preserving Reprosify’s ability to conduct appropriate verification, fraud prevention, compliance reviews, quality assurance, operational planning, and other internal business processes.

37.2 Administrative Processing

Many customer requests require administrative review before completion.

Administrative processing may include, without limitation:

Identity verification.
Account verification.
Billing verification.
Payment verification.
Fraud prevention review.
Compliance review.
Contract review.
Customer support review.
Technical review.
Internal approvals.
Accounting review.
Quality assurance.
Security review.
Data validation.
Operational coordination.
Project scheduling.
Third-party coordination.
Other administrative activities reasonably necessary to process the request.

Customers acknowledge that processing cannot always occur immediately.

37.3 Estimated Processing Times

Any processing time communicated by Reprosify, whether through:

This Policy.
A Service Agreement.
A Statement of Work.
An invoice.
The Customer Portal.
A Cancellation Request Form.
Customer Support.
Marketing materials.
Website content.
Email communications.
Other written communications.

shall constitute an estimated administrative timeframe unless expressly stated to be a guaranteed deadline.

Processing estimates are provided solely for customer convenience.

37.4 No Guaranteed Processing Deadlines

Unless expressly stated in a separately executed written agreement signed by an authorized representative of Reprosify, Reprosify does not guarantee that any request will be completed within a specific number of:

Minutes.
Hours.
Business days.
Calendar days.
Weeks.
Months.

Administrative estimates do not create contractual service level guarantees.

37.5 Business Days

Unless otherwise expressly stated, all processing periods referenced in this Policy are measured in Business Days.

For purposes of this Policy, a Business Day means a day on which Reprosify is generally open for normal business operations, excluding weekends, officially observed public holidays, company-wide closures, emergency closures, and other non-operational days.

Processing periods begin only after Reprosify has received all information reasonably necessary to process the request.

37.6 Events That May Extend Processing

Processing times may be extended by circumstances including, without limitation:

Incomplete submissions.
Missing documentation.
Identity verification.
Fraud investigations.
Security reviews.
Payment verification.
ACH processing.
Bank processing delays.
Chargeback investigations.
Third-party vendor delays.
Cloud service interruptions.
Governmental inquiries.
Compliance requirements.
Regulatory reviews.
Enterprise approval procedures.
High request volumes.
Technical maintenance.
Software updates.
Cybersecurity incidents.
Natural disasters.
Telecommunications failures.
Payment processor outages.
Force Majeure events.
Other circumstances beyond Reprosify’s reasonable control.

Such circumstances shall not constitute a breach of this Policy.

37.7 Processing of Cancellation Requests

Cancellation requests shall be processed after:

Receipt of a properly completed Cancellation Request.
Verification of Customer identity.
Verification of account authority.
Confirmation of applicable Services.
Review of outstanding payment obligations.
Administrative processing.

Unless otherwise required by applicable law, Reprosify may require up to ten (10) Business Days to complete administrative processing of a cancellation request.

The effective cancellation date shall remain governed by the Cancellation Policy and not by the administrative processing timeline.

37.8 Processing of Refund Requests

Where a refund request is permitted under this Policy or required by applicable law, Reprosify may require reasonable time to:

Review the request.
Verify eligibility.
Investigate supporting documentation.
Confirm payment history.
Review contractual obligations.
Coordinate with payment processors.
Complete fraud prevention procedures.
Obtain internal approvals.

Approval of a refund request and issuance of payment are separate administrative processes and may occur at different times.

37.9 Processing of Credits

Account Credits, Promotional Credits, Billing Credits, Credit Back benefits, Goodwill Credits, or other discretionary Credits may require administrative review before being applied.

Credits may become effective only after:

Internal approval.
Account verification.
Billing verification.
Fraud review.
Completion of applicable program requirements.
Other administrative processing.

37.10 Payment Processing

Payments submitted by Customers remain subject to processing by:

Banks.
Credit card networks.
Debit card networks.
ACH operators.
Payment gateways.
Merchant processors.
Digital wallet providers.
Financial institutions.
Other independent payment service providers.

Reprosify is not responsible for processing delays attributable to independent financial institutions or payment providers.

37.11 Account Changes

Customer requests involving account modifications may require reasonable administrative processing.

Examples include:

Account upgrades.
Account downgrades.
User changes.
Billing changes.
Territory reassignment.
Market reassignment.
Data imports.
Data exports.
Service modifications.
Subscription changes.
Enterprise modifications.
Contract amendments.

Processing times may vary depending upon complexity.

37.12 Reinstatement Requests

Customers requesting reinstatement following cancellation or suspension acknowledge that reinstatement may require:

New account review.
Updated agreements.
Payment verification.
Identity verification.
Market availability review.
Technical configuration.
Operational scheduling.
New onboarding activities.

Reinstatement processing times may vary based upon operational capacity and market availability.

37.13 Third-Party Dependencies

Certain products and Services depend upon third-party providers.

These may include:

Software vendors.
Cloud hosting providers.
Payment processors.
Data providers.
Artificial intelligence providers.
Telecommunications providers.
Domain registrars.
Advertising platforms.
Government agencies.
Regulatory authorities.
Other service providers.

Processing delays caused by independent third parties are outside Reprosify’s reasonable control.

37.14 Customer Responsibilities

Customers may reduce processing delays by:

Providing complete information.
Responding promptly to requests.
Maintaining accurate account information.
Maintaining current payment information.
Providing requested documentation.
Completing required verification procedures.
Following published submission procedures.

Delays caused by incomplete or inaccurate Customer information shall not constitute delays attributable to Reprosify.

37.15 Expedited Processing

Reprosify may, in its sole discretion, offer expedited processing for certain requests.

Expedited processing:

May require additional Fees.
May not be available for every Service.
May depend upon staffing availability.
May depend upon technical feasibility.
May be withdrawn at any time.

Acceptance of an expedited request does not guarantee completion within a specific timeframe unless expressly agreed in writing.

37.16 No Liability for Administrative Delays

To the fullest extent permitted by applicable law, Reprosify shall not be liable for indirect, incidental, consequential, special, exemplary, or lost profit damages arising solely from reasonable administrative processing times required to verify, review, approve, deny, or process Customer requests.

Nothing in this Section limits liability that cannot lawfully be excluded.

37.17 No Waiver

Reprosify’s decision to process a request more quickly on one or more occasions shall not:

Modify this Policy.
Establish a guaranteed turnaround time.
Create a contractual service level.
Establish a course of dealing.
Require expedited processing for future requests.

Any exception must be expressly approved in writing by an authorized representative of Reprosify.

37.18 Compliance with Applicable Law

Reprosify intends to administer processing activities in accordance with applicable laws governing consumer protection, electronic commerce, payment processing, privacy, data protection, subscription services, and commercial transactions.

If any provision of this Chapter conflicts with mandatory legal requirements applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with applicable law while preserving the remaining provisions of this Chapter.

37.19 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, modify, interpret, administer, expand, reduce, suspend, replace, or discontinue its processing procedures, administrative workflows, verification requirements, staffing practices, service delivery methods, operational timelines, and internal approval processes at any time.

Nothing contained in this Chapter shall be interpreted as creating a contractual guarantee regarding processing speed, turnaround time, completion date, or administrative priority unless expressly stated in a separately executed written agreement signed by an authorized representative of Reprosify. All rights and remedies available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 38. Effective Date of Cancellation

38.1 Purpose

This Chapter establishes the rules governing the effective date of cancellation for all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software licenses, digital products, recurring services, maintenance plans, support services, marketing services, advertising services, consulting services, artificial intelligence services, CRM platforms, and all other products and Services offered by Reprosify.

The purpose of this Chapter is to eliminate uncertainty regarding when a cancellation becomes legally effective, distinguish between submission of a cancellation request and the actual termination of Services, and establish a consistent framework for determining the end of recurring billing obligations.

38.2 Submission Does Not Constitute Cancellation

Submission of a Cancellation Request, regardless of the method used, does not by itself terminate the Customer’s Membership, Subscription, Service, or contractual relationship with Reprosify.

A cancellation request is considered a request for administrative processing and does not become effective until the applicable requirements of this Policy have been satisfied.

38.3 Conditions Required for an Effective Cancellation

Unless otherwise required by applicable law or expressly agreed in writing by Reprosify, cancellation shall become effective only after all of the following conditions have been satisfied, as applicable:

Receipt of a valid cancellation request.
Submission through an approved cancellation method.
Verification of the Customer’s identity or authority.
Completion of any required administrative review.
Determination of the applicable effective cancellation date.
Satisfaction of any contractual notice requirements.
Completion of any other reasonable administrative requirements established by Reprosify.

Until these conditions have been completed, Services and recurring billing may continue in accordance with this Policy.

38.4 Standard Effective Date

Unless otherwise required by applicable law or expressly provided in a separately executed written agreement, cancellation becomes effective at 11:59:59 p.m., based on the time zone designated by Reprosify for the applicable Account, on the final day of the current paid Billing Cycle or Renewal Term.

The Customer shall generally retain access to the purchased Services through the end of the applicable paid term unless otherwise provided in this Policy or required by law.

38.5 Advance Notice Requirement

To prevent renewal billing, cancellation requests should be received by Reprosify at least three (3) Business Days before the next scheduled billing or renewal date.

Cancellation requests received after the applicable notice period may not prevent the upcoming recurring charge and may instead become effective at the conclusion of the next applicable Billing Cycle or Renewal Term.

Nothing in this Section limits any rights that cannot be waived under applicable law.

38.6 No Retroactive Effective Dates

Unless expressly required by applicable law or approved in writing by an authorized representative of Reprosify, cancellation shall not be effective retroactively.

Customers may not request that Reprosify:

Backdate a cancellation.
Reverse a completed Billing Cycle.
Reverse an Automatic Renewal.
Reverse previously earned Fees.
Reverse Services previously provided.
Cancel previously issued invoices.
Eliminate payment obligations that accrued before the effective cancellation date.

All cancellations operate prospectively only.

38.7 Effective Date Following Automatic Renewal

If an Automatic Renewal has already occurred before a valid cancellation request becomes effective:

The Renewal Term shall remain in effect.
Cancellation shall generally prevent only future Renewal Terms.
Previously incurred Renewal Fees shall remain subject to this Policy.
Refund eligibility, if any, shall be governed exclusively by the applicable Refund Policy and mandatory applicable law.

38.8 Pending Administrative Processing

A cancellation request that is undergoing verification or administrative processing shall not be considered effective until processing has been completed.

Administrative processing may include:

Identity verification.
Billing verification.
Review of outstanding balances.
Enterprise approval procedures.
Technical processing.
Contract review.
Fraud prevention review.
Other reasonable administrative procedures.

Reasonable processing time shall not be interpreted as delaying cancellation in bad faith.

38.9 Outstanding Financial Obligations

The effective date of cancellation does not eliminate or postpone any payment obligation that became due before the effective cancellation date.

Customers remain responsible for:

Outstanding invoices.
Earned Membership Fees.
Earned Subscription Fees.
Administrative Fees.
Professional Service Fees.
Taxes.
Government assessments.
Collection costs where permitted by law.
Other accrued contractual obligations.

38.10 Services Before the Effective Date

Until the effective cancellation date, Reprosify may continue providing the Services included within the applicable Membership, Subscription, or Service Plan.

Such Services may include:

Platform access.
CRM access.
Software functionality.
Lead delivery.
Live transfer services.
Appointment scheduling.
AI functionality.
Reporting.
Customer support.
Technical support.
Marketing services.
Advertising services.
Other contracted Services.

The continued availability of Services during the remaining paid term shall not create additional refund rights.

38.11 Customer Access After the Effective Date

Following the effective cancellation date, Reprosify may, without further notice:

Disable Account access.
Remove software access.
Terminate recurring Services.
Revoke Membership privileges.
Disable premium features.
Release reserved market territories.
Remove priority placement.
Suspend integrations.
Restrict administrative access.
Begin Account archival procedures.

Certain information may remain available only for the duration of any applicable data retention period established by this Policy or applicable law.

38.12 Enterprise Agreements

Enterprise Agreements may establish customized effective cancellation dates or transition periods.

Where an executed Enterprise Agreement expressly provides different cancellation timing, that agreement shall govern solely with respect to the Enterprise Services covered by that agreement.

All other provisions of this Policy shall remain applicable.

38.13 Delays Beyond Reprosify’s Reasonable Control

If administrative processing is delayed due to circumstances beyond Reprosify’s reasonable control, including:

Payment processor outages.
Banking interruptions.
Cybersecurity incidents.
Governmental actions.
Natural disasters.
Telecommunications failures.
Third-party system outages.
Force Majeure events.
Other extraordinary circumstances.

Reprosify may reasonably adjust administrative processing while preserving the Customer’s contractual rights under this Policy and applicable law.

Such delays shall not invalidate an otherwise properly submitted cancellation request.

38.14 Confirmation of Effective Cancellation

Following completion of processing, Reprosify may provide written confirmation identifying:

The effective cancellation date.
The affected Services.
The final Billing Cycle.
Remaining access rights.
Outstanding balances.
Continuing obligations that survive cancellation.
Other relevant administrative information.

Customers are encouraged to retain this confirmation for their records.

38.15 No Waiver

Reprosify’s decision to apply an earlier effective cancellation date, waive a notice period, or provide an exceptional customer accommodation on one or more occasions shall not:

Modify this Policy.
Establish a course of dealing.
Create future expectations.
Require similar accommodations for other Customers.
Waive Reprosify’s future enforcement rights.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

38.16 Compliance with Applicable Law

Reprosify intends to administer effective cancellation dates in accordance with applicable laws governing subscription services, automatic renewals, electronic commerce, consumer protection, payment processing, and commercial transactions.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular Customer or jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with such law, while the remaining provisions shall remain in full force and effect.

38.17 Survival

The provisions of this Chapter shall survive cancellation, expiration, suspension, termination, completion of Services, Account closure, and the expiration of any Membership, Subscription, Enterprise Agreement, or other contractual relationship to the extent necessary to determine the effective date of cancellation, resolve billing disputes, process refunds, administer Chargebacks, pursue collections, respond to audits, participate in dispute resolution proceedings, or enforce contractual rights.

38.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, clarify, expand, limit, suspend, replace, or revise its cancellation timing procedures, administrative workflows, verification requirements, notice periods, processing standards, and related operational practices at any time with prospective effect.

Nothing contained in this Chapter shall be interpreted as creating a right to immediate or retroactive cancellation except where expressly required by applicable law or expressly approved in a written agreement executed by an authorized representative of Reprosify. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 39. Pending Transactions

39.1 Purpose

This Chapter establishes the policies governing Pending Transactions associated with Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software licenses, digital products, recurring billing arrangements, payment authorizations, refunds, credits, payment reversals, renewals, cancellations, and all other products and Services offered by Reprosify.

The purpose of this Chapter is to clarify the treatment of transactions that have been initiated but have not yet been fully processed, authorized, settled, posted, funded, reversed, or otherwise completed at the time a Customer submits a cancellation request, modifies an Account, disputes a transaction, or otherwise changes the status of the contractual relationship.

This Chapter applies to all payment methods accepted by Reprosify, including credit cards, debit cards, ACH transfers, electronic funds transfers, digital wallets, wire transfers, checks, payment processors, financing arrangements, and any future payment technologies.

39.2 Definition of Pending Transaction

For purposes of this Policy, a “Pending Transaction” means any financial transaction that has been initiated, authorized, submitted, requested, scheduled, reserved, or otherwise entered into the payment process but has not yet reached final settlement or completion.

Pending Transactions include, without limitation:

Pending payment authorizations.
Pending recurring billing.
Pending Automatic Renewal charges.
Pending ACH debits.
Pending electronic fund transfers.
Pending credit card transactions.
Pending debit card transactions.
Pending wire transfers.
Pending payment processor settlements.
Pending refunds.
Pending Account Credits.
Pending Promotional Credits.
Pending Billing Credits.
Pending adjustments.
Pending invoice processing.
Pending charge reversals.
Pending payment retries.
Pending collection activity.
Pending third-party payment processing.
Pending bank verification.
Pending fraud reviews.
Pending tax calculations.
Pending administrative adjustments.
Any other transaction awaiting final completion.

39.3 Cancellation Does Not Automatically Stop Pending Transactions

Submission of a cancellation request does not automatically cancel, reverse, suspend, or prevent the completion of a Pending Transaction.

If a transaction was properly initiated before the effective cancellation date, Reprosify may complete the transaction in accordance with this Policy, the applicable agreement, and applicable law.

39.4 Pending Payment Authorizations

Customers acknowledge that financial institutions may place temporary authorizations, holds, or reservations on payment methods before final settlement.

Such authorizations may remain visible on the Customer’s account even if:

The transaction has not yet settled.
Services have not yet been activated.
A cancellation request has been submitted.
Administrative processing is still underway.

The timing for releasing payment authorizations is determined primarily by the applicable financial institution or payment processor and is outside Reprosify’s reasonable control.

39.5 Pending Automatic Renewal Transactions

If an Automatic Renewal transaction has already been initiated before a valid cancellation becomes effective:

The Renewal transaction may proceed.
Applicable Renewal Fees may be collected.
The Renewal Term may begin in accordance with this Policy.
Future Renewal Terms may be cancelled in accordance with the effective cancellation date.

Cancellation does not automatically invalidate Renewal transactions that were properly initiated before becoming effective.

39.6 Pending ACH Transactions

ACH transactions may require several Business Days to process through the banking system.

Customers acknowledge that:

ACH transactions may remain pending after submission.
ACH processing timelines are controlled by participating financial institutions.
Cancellation of Services does not automatically terminate ACH transactions already initiated.
Returned ACH transactions remain subject to the ACH Returns Chapter of this Policy.

39.7 Pending Refunds

Where a refund has been approved under this Policy or required by applicable law, the refund may remain pending until:

Internal approval has been completed.
Payment processors have completed processing.
Financial institutions have posted the transaction.
Fraud prevention procedures have concluded.
Banking settlement has occurred.
Applicable governmental requirements have been satisfied.

Approval of a refund does not guarantee immediate availability of funds.

39.8 Pending Credits

Account Credits, Promotional Credits, Billing Credits, Goodwill Credits, Credit Back Program benefits, and similar adjustments may remain pending until all applicable administrative and billing procedures have been completed.

Pending Credits:

Have no cash value unless expressly stated otherwise.
May not be transferred unless permitted by applicable program terms.
May not offset unrelated payment obligations until officially applied to the Customer’s Account.

39.9 Pending Administrative Adjustments

Reprosify may delay completion of certain administrative adjustments while Pending Transactions remain unresolved.

Examples include:

Account upgrades.
Account downgrades.
Service Transfers.
Territory reassignment.
Billing modifications.
Enterprise amendments.
Contract modifications.
Account reinstatement.
Other account changes.

Administrative processing may resume after the Pending Transaction has been resolved.

39.10 Pending Payment Disputes

Where a Chargeback, ACH dispute, bank investigation, payment processor review, fraud investigation, or other payment dispute is pending, Reprosify may suspend or delay related administrative actions until the dispute has been resolved.

Such actions may include:

Refund processing.
Cancellation processing.
Account reinstatement.
Credit issuance.
Service restoration.
Future purchases.
Other account modifications.

This temporary delay is intended to preserve the integrity of the payment process.

39.11 Third-Party Processing

Many Pending Transactions are processed through independent third parties, including:

Banks.
Card issuers.
Payment processors.
ACH operators.
Merchant acquiring banks.
Digital wallet providers.
Financial institutions.
Tax authorities.
Marketplace operators.
Other payment service providers.

Reprosify is not responsible for delays caused solely by independent third-party processing systems.

39.12 Customer Responsibility

Customers remain responsible for monitoring their financial accounts for Pending Transactions and promptly notifying Reprosify of any legitimate billing concerns.

Customers should not assume that a Pending Transaction has been cancelled solely because:

A cancellation request was submitted.
An Account was closed.
Services were suspended.
Access to the Platform ended.
A payment remains pending.
A refund has been approved but not yet received.

The Customer’s contractual obligations continue until all applicable transactions have been properly resolved.

39.13 Outstanding Obligations

Pending Transactions do not eliminate any obligation arising under this Policy.

Customers remain responsible for:

Outstanding balances.
Earned Fees.
Renewal Fees.
Administrative Fees.
Taxes.
Government assessments.
Collection costs where permitted by applicable law.
Other contractual payment obligations.

The existence of a Pending Transaction shall not delay or extinguish payment obligations that have already accrued.

39.14 Reconciliation of Pending Transactions

Reprosify may reconcile Pending Transactions through commercially reasonable accounting and administrative procedures.

Such reconciliation may include:

Payment matching.
Invoice reconciliation.
Credit adjustments.
Refund offsets.
Tax adjustments.
Billing corrections.
Duplicate transaction review.
Fraud prevention review.
Internal accounting adjustments.
Other reasonable reconciliation procedures.

Customers agree to cooperate with reasonable requests necessary to complete reconciliation.

39.15 No Customer Reliance

Customers acknowledge that information displayed by banks, card issuers, payment processors, or financial applications regarding Pending Transactions is informational only and may not reflect the final disposition of the transaction.

Only Reprosify’s official billing records, together with the records of the applicable payment processor or financial institution, shall determine the final status of a transaction.

39.16 No Waiver

Reprosify’s decision to voluntarily cancel, reverse, accelerate, delay, or otherwise modify the processing of a Pending Transaction on one or more occasions shall not:

Modify this Policy.
Create a contractual right.
Establish a course of dealing.
Waive future enforcement.
Require Reprosify to provide similar accommodations in future circumstances.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

39.17 Compliance with Applicable Law

Reprosify intends to administer Pending Transactions in accordance with applicable laws governing payment processing, electronic commerce, consumer protection, banking, electronic funds transfers, subscription services, privacy, taxation, and commercial transactions.

If any provision of this Chapter conflicts with mandatory legal requirements applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with applicable law, while the remaining provisions shall remain in full force and effect.

39.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, or discontinue its procedures governing Pending Transactions, payment authorizations, settlement practices, reconciliation methods, fraud prevention procedures, accounting processes, and related administrative operations at any time.

Nothing contained in this Chapter shall be interpreted as preventing Reprosify from completing, reconciling, collecting, reversing, correcting, or otherwise administering any Pending Transaction that was properly initiated in accordance with this Policy, any applicable agreement, or applicable law. All rights and remedies available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 40. Existing Clients

40.1 Purpose

This Chapter establishes the policies governing Customers who enrolled, subscribed, purchased products or Services, executed agreements, or otherwise established a commercial relationship with Reprosify before the effective date of this Policy or before the introduction of new products, pricing structures, Membership Plans, Subscription Plans, Enterprise Services, billing systems, software platforms, or other commercial offerings.

The purpose of this Chapter is to provide an orderly framework for transitioning Existing Clients to current business practices while preserving contractual rights, ensuring operational continuity, and allowing Reprosify to modernize its products, Services, billing procedures, and technology platforms.

40.2 Definition of Existing Client

For purposes of this Policy, an “Existing Client” means any individual, business entity, brokerage, organization, or other Customer that:

Purchased products or Services before the effective date of this Policy.
Executed an earlier Service Agreement.
Maintained an active Membership.
Maintained an active Subscription.
Received Services under a prior pricing model.
Participated in a pilot program.
Participated in a beta program.
Participated in an invitation-only program.
Received grandfathered pricing.
Received promotional pricing.
Received custom pricing.
Received negotiated pricing.
Received Enterprise pricing.
Otherwise established a contractual relationship with Reprosify before implementation of this Policy or subsequent revisions.

40.3 Continued Applicability of Existing Agreements

Unless otherwise expressly modified by this Policy or a separately executed written agreement, Existing Clients shall continue to be governed by the agreements that were in effect at the time of enrollment.

Where this Policy supplements an existing agreement without creating a direct conflict, both documents shall be interpreted together to the maximum extent reasonably possible.

40.4 Transition to Current Policies

Reprosify may periodically introduce updated:

Billing procedures.
Payment methods.
Renewal procedures.
Cancellation procedures.
Refund administration.
Account management processes.
Technology platforms.
Customer portals.
Security requirements.
Compliance procedures.
Administrative processes.
Operational practices.

Existing Clients may be required to comply with such updated procedures for future transactions, renewals, or continued use of Services, provided that doing so does not impair any non-waivable contractual or legal rights.

40.5 Grandfathered Pricing

Certain Existing Clients may qualify for grandfathered pricing under specific written agreements.

Unless expressly stated in writing:

Grandfathered pricing applies only to the products or Services specifically identified.
Grandfathered pricing does not automatically extend to upgrades, expansions, add-on Services, or newly introduced products.
Grandfathered pricing may terminate upon cancellation, expiration, material modification of Services, or other circumstances identified in the applicable agreement.

Reprosify reserves the right to discontinue grandfathered pricing for future purchases or future Services where permitted by applicable agreements and applicable law.

40.6 Legacy Membership Plans

Existing Clients enrolled in legacy Membership Plans or Subscription Plans may continue receiving those Services until:

The applicable agreement expires.
The Customer voluntarily upgrades.
The Customer voluntarily changes plans.
The Customer cancels.
The legacy Service is discontinued.
Migration becomes reasonably necessary for operational, security, technical, or regulatory reasons.

Where migration becomes necessary, Reprosify shall make commercially reasonable efforts to provide advance notice where appropriate.

40.7 Migration to New Platforms

As Reprosify expands or modernizes its technology infrastructure, Existing Clients may be migrated to new:

Software platforms.
CRM systems.
Customer portals.
Billing systems.
Payment systems.
AI platforms.
Customer support systems.
Security platforms.
Reporting systems.
Data management systems.
Other operational technologies.

Such migrations are intended to improve service quality, security, scalability, compliance, or operational efficiency.

Migration alone shall not constitute a breach of this Policy.

40.8 Existing Billing Arrangements

Existing Clients may continue under previously approved billing arrangements until:

Renewal.
Contract amendment.
Plan upgrade.
Plan downgrade.
Payment default.
Account restructuring.
Mutual written agreement.
Other circumstances requiring modification.

Future Billing Cycles may become subject to the billing procedures then in effect unless otherwise expressly agreed in writing.

40.9 Existing Renewal Terms

Unless expressly modified by a written agreement, Existing Clients remain subject to the Renewal provisions applicable to their Membership, Subscription, or Service.

Upon renewal, Reprosify may require acceptance of updated:

Terms and Conditions.
Billing procedures.
Payment methods.
Administrative requirements.
Operational procedures.
Security requirements.

Nothing in this Section limits any mandatory rights provided by applicable law.

40.10 Existing Promotional Programs

Promotional pricing, introductory offers, beta programs, pilot programs, loyalty incentives, referral programs, or other promotional arrangements applicable to Existing Clients shall remain governed by their original promotional terms unless otherwise stated.

Expiration of a promotional program does not create any continuing entitlement to discounted pricing or promotional benefits.

40.11 Existing Credits

Credits previously issued to Existing Clients, including:

Account Credits.
Billing Credits.
Promotional Credits.
Credit Back Program benefits.
Goodwill Credits.
Loyalty Credits.

shall remain governed by the terms applicable at the time such Credits were issued unless otherwise modified in writing.

Unused Credits may expire according to their applicable program terms.

40.12 Existing Payment Obligations

Nothing in this Policy eliminates payment obligations that accrued before implementation of this Policy.

Existing Clients remain responsible for:

Outstanding balances.
Earned Fees.
Renewal Fees.
Administrative Fees.
Taxes.
Government assessments.
Collection costs where permitted.
Other contractual obligations.

40.13 Voluntary Plan Changes

If an Existing Client voluntarily:

Upgrades a Membership.
Downgrades a Membership.
Changes Subscription Plans.
Adds Services.
Purchases new products.
Executes a new agreement.
Renews under updated pricing.
Accepts revised commercial terms.

the modified products or Services may become subject to the then-current versions of this Policy and applicable pricing schedules.

40.14 Future Products and Services

Nothing in this Chapter requires Reprosify to offer newly introduced products, features, pricing plans, technologies, or Services under legacy pricing or legacy contractual terms.

Unless expressly agreed in writing, new products and Services shall be governed by the pricing, agreements, and policies in effect at the time of purchase.

40.15 Enterprise Clients

Enterprise Clients operating under separately negotiated Enterprise Agreements shall continue to be governed by those agreements with respect to provisions expressly addressed therein.

Where an Enterprise Agreement is silent on a matter addressed by this Policy, this Policy shall supplement the Enterprise Agreement to the fullest extent reasonably possible.

40.16 No Automatic Expansion of Legacy Rights

An Existing Client’s continued use of Services does not create additional contractual rights beyond those expressly granted in the applicable agreements.

In particular, Existing Clients shall not acquire by implication:

Lifetime pricing.
Permanent discounts.
Permanent grandfathering.
Unlimited upgrades.
Unlimited support.
Future products without charge.
Future features without charge.
Expanded territories.
Additional licenses.
Additional users.
Other commercial benefits not expressly granted in writing.

40.17 Compliance with Applicable Law

Reprosify intends to administer relationships with Existing Clients in accordance with applicable contract laws, consumer protection laws, electronic commerce laws, subscription regulations, privacy laws, payment regulations, and other applicable legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to an Existing Client, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Policy.

40.18 No Waiver

Reprosify’s decision to continue honoring a legacy practice, grandfathered arrangement, promotional benefit, or historical accommodation for one or more Existing Clients shall not:

Modify this Policy.
Establish a permanent contractual obligation.
Create a course of dealing.
Require identical treatment for other Customers.
Prevent Reprosify from implementing updated policies prospectively.

Any waiver or exception must be expressly approved in writing by an authorized representative of Reprosify.

40.19 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to interpret, administer, modify, modernize, consolidate, migrate, replace, suspend, or discontinue legacy products, Membership Plans, Subscription Plans, billing procedures, payment systems, customer portals, pricing structures, technology platforms, promotional programs, and administrative practices affecting Existing Clients.

Nothing contained in this Chapter shall be interpreted as creating a perpetual right to legacy pricing, legacy products, legacy technology, legacy operational procedures, or legacy contractual terms except where expressly guaranteed in a separately executed written agreement or required by applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 41. Referral Coverage Period

41.1 Purpose

This Chapter establishes the Referral Coverage Period applicable to all referrals, introductions, leads, prospects, appointments, live transfers, inquiries, customer opportunities, business introductions, and other referral opportunities generated, delivered, assigned, transferred, introduced, or otherwise facilitated by Reprosify.

The purpose of this Chapter is to protect Reprosify’s investment in lead generation, marketing, technology, staffing, customer acquisition, advertising, referral development, and business development by ensuring that Reprosify receives the compensation to which it is contractually entitled whenever a transaction results from a Reprosify-generated opportunity.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, referral programs, lead generation services, marketing services, and all current and future products and Services offered by Reprosify.

41.2 Definition of Referral

For purposes of this Policy, a “Referral” includes any person, entity, prospect, lead, consumer, customer, homeowner, buyer, seller, landlord, tenant, investor, business, organization, or other opportunity that is:

Generated by Reprosify.
Introduced by Reprosify.
Assigned by Reprosify.
Referred by Reprosify.
Delivered through the Reprosify Platform.
Connected through a Reprosify representative.
Delivered through a live transfer.
Scheduled through an appointment.
Generated through marketing campaigns.
Generated through advertising campaigns.
Generated through AI systems.
Generated through websites or landing pages.
Generated through telephone campaigns.
Generated through social media.
Generated through search engines.
Generated through referral partners.
Generated through proprietary lead generation methods.
Generated through future technologies or business methods developed by Reprosify.

A Referral remains a Reprosify Referral regardless of subsequent communications, negotiations, representation changes, brokerage changes, or transaction structure.

41.3 Referral Coverage Period

Unless otherwise expressly provided in a separately executed written agreement, every Referral generated or introduced by Reprosify shall remain subject to the Referral Coverage Period for twenty-four (24) months from the earliest of:

The date the Referral is first assigned.
The date the Referral is first delivered.
The date the Referral is first introduced.
The date of the first live transfer.
The date of the first appointment.
The date the Customer first receives the Referral.
The date Reprosify first facilitates communication between the parties.
Any other documented date establishing the initial introduction.

The Referral Coverage Period applies regardless of whether the Customer immediately contacts or actively works with the Referral.

41.4 Transactions Covered

During the Referral Coverage Period, Reprosify shall remain entitled to all applicable contractual compensation if the Referral enters into, completes, or substantially participates in any transaction with the Customer or the Customer’s affiliated persons or entities.

Covered transactions include, without limitation:

Residential property purchases.
Residential property sales.
Commercial real estate transactions.
Investment property acquisitions.
Investment property sales.
Land transactions.
New construction transactions.
Builder transactions.
Leasing transactions.
Rental transactions.
Property management agreements.
Referral agreements.
Relocation services.
Consulting engagements.
Ancillary real estate services.
Future real estate products or services introduced by Reprosify.

The form or structure of the transaction shall not affect Reprosify’s contractual rights.

41.5 Coverage Following Cancellation

Cancellation, expiration, suspension, termination, non-renewal, or non-use of any Membership, Subscription, Enterprise Service, or Account shall not terminate the Referral Coverage Period for Referrals generated before the effective cancellation date.

The Customer remains responsible for all applicable Referral Fees, Closing Fees, Success Fees, or other compensation arising from transactions completed during the Referral Coverage Period.

41.6 Brokerage Changes

The Referral Coverage Period shall continue regardless of whether the Customer:

Changes brokerages.
Opens a new brokerage.
Joins a team.
Leaves a team.
Forms a partnership.
Changes legal entities.
Creates a new company.
Changes licensing status.
Transfers representation.
Affiliates with another organization.

The Referral remains attributable to Reprosify notwithstanding such changes.

41.7 Assignment to Others

The Customer shall not avoid payment obligations by transferring, assigning, redirecting, or referring a Reprosify Referral to:

Another real estate agent.
Another brokerage.
A business partner.
A family member.
A spouse.
An employee.
An assistant.
A referral partner.
A controlled entity.
An affiliated company.
Any other third party.

If a transaction involving the Referral is completed through any such person or entity during the Referral Coverage Period, the applicable contractual compensation shall remain due to Reprosify.

41.8 Multiple Transactions

If the same Referral completes more than one covered transaction during the Referral Coverage Period, each transaction shall be evaluated independently under the applicable agreement.

Unless expressly limited in writing, Reprosify’s right to compensation may apply separately to each qualifying transaction arising from the Referral.

41.9 Extension for Active Transactions

If, before expiration of the Referral Coverage Period, the Referral is actively engaged in:

Contract negotiations.
Property showings.
Listing consultations.
Buyer consultations.
Offer preparation.
Contract execution.
Due diligence.
Financing activities.
Escrow.
Settlement preparation.
Closing preparation.
Any material transaction activity.

the Referral Coverage Period shall automatically extend until the applicable transaction has been completed, terminated, or abandoned.

41.10 Customer Reporting Obligations

The Customer agrees to promptly notify Reprosify if a Referral generated by Reprosify:

Executes a listing agreement.
Executes a buyer representation agreement.
Executes a purchase agreement.
Closes a transaction.
Generates a commission.
Produces a referral fee.
Produces any Success Fee event defined in the applicable agreement.

Customers shall cooperate in good faith by providing information reasonably necessary to verify qualifying transactions.

41.11 Verification Rights

To verify transactions occurring during the Referral Coverage Period, Reprosify may request documentation reasonably related to the transaction, including:

Closing statements.
Settlement statements.
Commission records.
Listing agreements.
Purchase agreements.
Representation agreements.
Public property records.
MLS information, where lawfully available.
Brokerage confirmations.
Other documentation reasonably necessary to verify a qualifying transaction.

Customers agree to cooperate with reasonable verification requests.

41.12 No Circumvention

Customers agree not to intentionally delay, restructure, conceal, redirect, postpone, or otherwise manipulate a transaction for the purpose of avoiding payment obligations owed to Reprosify.

Any attempt to circumvent the Referral Coverage Period shall not eliminate Reprosify’s contractual rights.

41.13 Independent of Membership Status

The Referral Coverage Period exists independently of:

Membership status.
Subscription status.
Account status.
Renewal status.
Cancellation.
Suspension.
Expiration.
Platform access.
Service availability.

Reprosify’s contractual right to compensation survives changes in the Customer’s account status.

41.14 Relationship to Other Agreements

This Chapter supplements any Referral Agreement, Membership Agreement, Enterprise Agreement, Closing Fee Agreement, Success Fee Agreement, or other agreement executed between the parties.

If another executed agreement provides a longer Referral Coverage Period, the longer period shall govern.

If another agreement provides a shorter period, the longer period shall apply only to the extent permitted by that agreement and applicable law.

41.15 Compliance with Applicable Law

Reprosify intends to administer the Referral Coverage Period in accordance with applicable contract laws, real estate laws, referral fee regulations, consumer protection laws, privacy laws, licensing requirements, and commercial transaction laws.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with applicable law while preserving the remaining provisions of this Chapter.

41.16 Survival

The provisions of this Chapter shall survive:

Cancellation.
Suspension.
Expiration.
Non-renewal.
Termination.
Account closure.
Membership expiration.
Subscription expiration.
Enterprise Agreement termination.
Completion of Services.

This Chapter shall continue to govern all qualifying Referrals generated during the Referral Coverage Period until all contractual obligations relating to those Referrals have been fully satisfied.

41.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, clarify, suspend, replace, or revise its Referral Coverage Period, referral administration procedures, verification standards, reporting requirements, documentation requirements, compensation administration practices, and operational policies at any time with prospective effect.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s contractual right to receive Referral Fees, Closing Fees, Success Fees, commissions, or any other compensation arising from qualifying Referrals generated during the applicable Referral Coverage Period. All rights, remedies, defenses, and protections available to Reprosify under this Policy, any applicable agreement, and applicable law are expressly reserved.

Chapter 42. Lead Ownership

42.1 Purpose

This Chapter establishes the ownership, control, licensing, permitted use, protection, reassignment, and administration of all Leads, Referrals, consumer information, customer data, appointments, live transfers, inquiries, opportunities, and related information generated, collected, acquired, developed, purchased, licensed, marketed, or otherwise made available by Reprosify.

The purpose of this Chapter is to protect Reprosify’s proprietary lead generation systems, marketing investments, technology, databases, intellectual property, customer acquisition efforts, advertising expenditures, business relationships, and referral network while clearly defining the rights and responsibilities of Customers receiving Leads through Reprosify.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, referral programs, lead generation programs, marketing campaigns, advertising campaigns, artificial intelligence services, CRM services, websites, marketplaces, and all current and future products and Services offered by Reprosify.

42.2 Definition of Lead

For purposes of this Policy, a “Lead” includes any individual, consumer, homeowner, buyer, seller, landlord, tenant, investor, prospect, business, organization, customer, or other opportunity that is:

Generated by Reprosify.
Acquired by Reprosify.
Purchased by Reprosify.
Licensed by Reprosify.
Referred to Reprosify.
Collected through Reprosify’s websites.
Collected through advertising.
Generated through search engines.
Generated through social media.
Generated through telephone campaigns.
Generated through email campaigns.
Generated through SMS campaigns.
Generated through artificial intelligence systems.
Generated through referral partners.
Generated through strategic partnerships.
Generated through proprietary technology.
Generated through future lead acquisition methods developed by Reprosify.

The term “Lead” also includes all associated information, communications, documents, notes, recordings, activity history, preferences, analytics, metadata, and related business records.

42.3 Ownership of Leads

Unless expressly provided otherwise in a separately executed written agreement, all Leads remain the exclusive property of Reprosify.

The Customer receives only a limited contractual right to work qualifying Leads in accordance with this Policy.

Nothing in this Policy shall be interpreted as transferring ownership of any Lead, customer database, consumer information, marketing data, or proprietary business information to the Customer.

42.4 Limited License to Use Leads

Subject to continued compliance with this Policy and any applicable agreement, Reprosify grants the Customer a limited, revocable, non-transferable, non-sublicensable license to contact and work assigned Leads solely for the purpose of providing the authorized Services associated with the applicable Membership or Subscription.

This license:

Is personal to the Customer.
May not be assigned.
May not be sublicensed.
May not be transferred.
May not be sold.
May not be pledged.
May not be shared except as expressly permitted by Reprosify.

The license automatically terminates upon expiration, suspension, cancellation, or termination of the applicable rights granted under this Policy unless otherwise expressly provided.

42.5 Exclusive and Non-Exclusive Lead Programs

Certain Membership Plans may provide:

Exclusive Leads.
Shared Leads.
Rotational Leads.
Territory-based Leads.
Priority Leads.
Appointment Leads.
Live Transfer Leads.
Referral Leads.
Enterprise Lead Programs.
Other Lead distribution models.

The applicable Lead distribution model shall be determined by the Customer’s Membership, Subscription, Service Agreement, or applicable program documentation.

Nothing in this Chapter guarantees exclusivity unless expressly stated in writing.

42.6 No Sale of Leads

The Customer acknowledges that Reprosify is licensing access to Leads and providing lead generation services.

Except where expressly stated in a written agreement, the Customer is not purchasing ownership of Leads, but rather purchasing access to Reprosify’s lead generation platform, marketing systems, referral network, and related Services.

42.7 Lead Assignment

Reprosify retains sole discretion regarding:

Lead assignment.
Lead routing.
Lead prioritization.
Territory assignment.
Round-robin distribution.
Geographic distribution.
Capacity management.
Lead reassignment.
Quality review.
Operational management.

Nothing in this Policy guarantees receipt of any minimum number of Leads unless expressly stated in a separately executed written agreement.

42.8 Reassignment of Leads

Reprosify reserves the right to reassign, redistribute, recall, or redirect Leads where reasonably necessary, including:

Customer non-responsiveness.
Repeated failure to contact Leads.
Failure to follow program standards.
Membership expiration.
Cancellation.
Suspension.
Non-payment.
Territory changes.
Operational requirements.
Customer request.
Quality assurance.
Consumer protection concerns.
Compliance issues.

Such reassignment shall not constitute a breach of this Policy.

42.9 Customer Restrictions

Except with Reprosify’s prior written approval, Customers shall not:

Sell Leads.
Transfer Leads.
Assign Leads.
License Leads.
Publish Lead information.
Share Lead databases.
Export Lead databases for resale.
Create competing databases using Reprosify Leads.
Market Lead lists to third parties.
Use Leads for purposes unrelated to the authorized Services.
Reverse engineer Reprosify’s lead generation methods.
Circumvent Reprosify’s referral systems.

42.10 Customer Data Versus Lead Ownership

Nothing in this Chapter limits the Customer’s ownership of the Customer’s own independently created business records, internal notes, marketing materials, transaction files, or customer relationship management information developed independently of Reprosify.

However, Reprosify retains ownership of:

Original Lead records.
Referral history.
Lead source information.
Assignment records.
Routing information.
Marketing analytics.
Consumer acquisition data.
Campaign information.
Lead scoring.
Lead routing algorithms.
Proprietary databases.
System-generated records.

42.11 Transactions Following Cancellation

Cancellation, suspension, expiration, or termination of a Membership or Subscription does not transfer ownership of any Lead to the Customer.

Transactions involving Reprosify Leads remain governed by:

This Policy.
The Referral Coverage Period.
Closing Fee provisions.
Success Fee provisions.
Referral Agreements.
Other applicable contractual provisions.

Reprosify’s contractual rights survive cancellation to the fullest extent permitted by applicable law.

42.12 Consumer Choice

Nothing contained in this Chapter is intended to restrict the independent decision of any consumer to select, retain, replace, or discontinue representation by any real estate professional.

Consumers remain free to choose their preferred service provider in accordance with applicable law.

This Chapter governs only the contractual relationship between Reprosify and the Customer.

42.13 Intellectual Property

The Customer acknowledges that Reprosify’s:

Lead databases.
Consumer acquisition systems.
Marketing campaigns.
Advertising campaigns.
Artificial intelligence systems.
Routing algorithms.
Qualification processes.
CRM architecture.
Scoring methodologies.
Analytics.
Proprietary workflows.
Marketing content.
Business processes.

constitute valuable proprietary and confidential intellectual property owned or licensed by Reprosify.

Nothing contained in this Policy transfers any ownership interest in such intellectual property.

42.14 Verification Rights

To verify compliance with this Chapter, Reprosify may reasonably request documentation concerning:

Lead status.
Contact history.
Transaction status.
Representation status.
Closing information.
Referral disposition.
Communication history.
Other information reasonably necessary to administer the applicable Lead program.

Customers agree to cooperate with reasonable verification requests.

42.15 Survival

The provisions of this Chapter shall survive:

Cancellation.
Suspension.
Expiration.
Account closure.
Membership termination.
Subscription termination.
Enterprise Agreement termination.
Completion of Services.

The ownership rights established by this Chapter continue indefinitely unless expressly transferred by a separately executed written agreement.

42.16 Compliance with Applicable Law

Reprosify intends to administer Lead ownership in accordance with applicable contract laws, real estate laws, privacy laws, consumer protection laws, intellectual property laws, licensing regulations, data protection laws, and commercial transaction laws.

42.17 No Waiver

Reprosify’s decision to permit a Customer to retain, continue working, or complete a transaction involving a Lead after cancellation, suspension, or expiration shall not:

Transfer ownership of the Lead.
Modify this Policy.
Establish a course of dealing.
Waive Reprosify’s contractual rights.
Eliminate Closing Fees, Referral Fees, Success Fees, or other contractual compensation.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

42.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, or discontinue its Lead ownership policies, lead distribution systems, routing methodologies, assignment procedures, qualification standards, customer eligibility requirements, technology platforms, marketing strategies, and administrative practices at any time with prospective effect.

Nothing contained in this Chapter shall be interpreted as transferring ownership of any Reprosify-generated Lead, consumer record, referral, marketing database, proprietary customer acquisition data, or related intellectual property except pursuant to a separately executed written agreement expressly transferring such ownership. All ownership rights, contractual rights, intellectual property rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 43. Referral Attribution

43.1 Purpose

This Chapter establishes the rules governing the attribution of Referrals, Leads, consumer introductions, appointments, live transfers, customer opportunities, business introductions, and related transactions generated or facilitated by Reprosify.

The purpose of this Chapter is to establish a fair, transparent, and consistent method for determining whether a transaction is attributable to a Reprosify Referral, to protect Reprosify’s investment in customer acquisition and lead generation, and to reduce disputes concerning Referral Fees, Closing Fees, Success Fees, commissions, or other compensation arising from transactions involving Reprosify-generated opportunities.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, referral programs, lead generation programs, marketing campaigns, advertising campaigns, CRM services, artificial intelligence services, and all current and future products and Services offered by Reprosify.

43.2 Definition of Referral Attribution

“Referral Attribution” means the process of determining whether a customer relationship, transaction, listing, sale, purchase, lease, referral, appointment, commission, or other business opportunity resulted from a Referral generated, introduced, assigned, transferred, or otherwise facilitated by Reprosify.

Referral Attribution is based upon the factual origin of the customer relationship rather than the timing of the final transaction.

43.3 Events Establishing Referral Attribution

Unless clearly demonstrated otherwise by competent evidence, a Referral shall be presumed to have originated through Reprosify if one or more of the following occurred:

The Lead was generated by Reprosify.
The Lead was assigned by Reprosify.
The Lead was routed through Reprosify.
The Customer accepted the Lead through the Reprosify Platform.
Reprosify scheduled an appointment.
Reprosify completed a live transfer.
Reprosify introduced the consumer.
Reprosify provided consumer contact information.
The consumer completed a Reprosify web form.
The consumer contacted Reprosify directly.
The consumer responded to Reprosify marketing.
The consumer was identified through Reprosify’s proprietary systems.
Reprosify facilitated initial communications.
Reprosify otherwise materially contributed to establishing the customer relationship.

43.4 Material Contribution Standard

Referral Attribution shall not depend solely upon who ultimately prepares contracts, negotiates terms, lists a property, writes an offer, or closes the transaction.

A Referral shall remain attributable to Reprosify if Reprosify materially contributed to creating, initiating, facilitating, or establishing the customer relationship that ultimately resulted in the transaction.

Material contribution may occur even if additional parties later participate in the transaction.

43.5 Continuous Attribution

Once a Referral has been attributed to Reprosify, the Referral shall continue to be attributed to Reprosify throughout the applicable Referral Coverage Period unless Reprosify expressly agrees otherwise in writing.

Referral Attribution continues regardless of:

Delays.
Interrupted negotiations.
Temporary inactivity.
Changes in property.
Changes in transaction timing.
Changes in financing.
Changes in representation.
Changes in brokerage.
Changes in legal entity.
Changes in ownership structure.
Other transactional developments.

43.6 Multiple Transactions

If a Reprosify Referral completes multiple qualifying transactions during the applicable Referral Coverage Period, each transaction shall remain independently attributable to Reprosify unless otherwise expressly provided in a separately executed written agreement.

43.7 Brokerage Changes

Referral Attribution shall not be affected if the Customer:

Changes brokerages.
Opens a new brokerage.
Joins another brokerage.
Joins or leaves a real estate team.
Creates a new legal entity.
Merges with another company.
Changes licensing status.
Transfers business operations.
Assigns business to an affiliated entity.

The Referral shall continue to be attributed to Reprosify.

43.8 Consumer Representation Changes

Referral Attribution shall not be lost merely because a consumer:

Changes agents.
Changes brokerages.
Terminates a representation agreement.
Executes a new representation agreement.
Changes legal representation.
Delays the transaction.
Purchases or sells a different property.
Completes a later transaction.

Provided that the transaction results from the customer relationship initially established through Reprosify during the applicable Referral Coverage Period, Referral Attribution shall remain with Reprosify.

43.9 Customer Responsibility

Customers agree to promptly notify Reprosify if they become aware that a Reprosify Referral:

Executes a listing agreement.
Executes a buyer representation agreement.
Purchases property.
Sells property.
Leases property.
Generates a commission.
Generates a Closing Fee event.
Generates a Success Fee event.
Produces any other compensable transaction.

Failure to provide timely notice shall not eliminate Reprosify’s contractual rights.

43.10 Circumvention Prohibited

Customers shall not intentionally attempt to avoid Referral Attribution by:

Delaying a transaction.
Using another agent.
Using another brokerage.
Creating another legal entity.
Transferring the Referral.
Assigning the Referral.
Re-registering the consumer.
Entering into side agreements.
Omitting transaction information.
Mischaracterizing the source of the Referral.
Concealing transaction details.
Using intermediaries.
Otherwise attempting to avoid contractual compensation owed to Reprosify.

Any such attempt shall not invalidate Referral Attribution.

43.11 Independent Sources

Nothing in this Chapter prevents a Customer from establishing that a transaction arose entirely from an independently developed customer relationship unrelated to any Reprosify Referral.

The burden of demonstrating an independent source rests with the Customer asserting that the transaction was not attributable to Reprosify.

Evidence may include contemporaneous documentation showing that the customer relationship materially predated Reprosify’s introduction or was developed independently without the assistance of Reprosify.

43.12 Records Used for Attribution

Referral Attribution may be determined using any commercially reasonable evidence, including:

Lead assignment records.
CRM records.
Customer portal activity.
Call recordings, where lawfully recorded.
Email communications.
SMS communications.
Website submissions.
IP address logs, where lawfully collected.
Appointment records.
Live transfer records.
Marketing records.
Advertising records.
Transaction records.
Public property records.
MLS information, where lawfully available.
Brokerage records.
Settlement records.
Electronic audit logs.
Other reliable business records.

No single category of evidence shall be required if the available evidence reasonably demonstrates Referral Attribution.

43.13 Reprosify Records

Unless clearly disproven by credible evidence, Reprosify’s business records maintained in the ordinary course of business shall constitute prima facie evidence of:

Lead generation.
Lead assignment.
Referral origin.
Referral delivery.
Consumer introduction.
Appointment scheduling.
Live transfer completion.
Customer communications.
Referral history.
Transaction tracking.
Referral Attribution.

Nothing in this Section prevents a Customer from presenting competent evidence to challenge the accuracy of such records where permitted by applicable law.

43.14 Good Faith Cooperation

Customers agree to cooperate in good faith with reasonable requests for information necessary to determine Referral Attribution.

Such cooperation may include providing:

Transaction dates.
Property addresses.
Closing information.
Commission information.
Representation status.
Settlement documentation.
Other information reasonably necessary to verify attribution.

43.15 Relationship to Other Chapters

This Chapter shall be interpreted together with, and not independently from:

Lead Ownership.
Referral Coverage Period.
Closing Fee provisions.
Success Fee provisions.
Referral Agreements.
Membership Agreements.
Enterprise Agreements.
Other applicable contractual provisions.

Where multiple provisions apply, they shall be interpreted to give maximum effect to Reprosify’s contractual rights to the fullest extent permitted by applicable law.

43.16 Compliance with Applicable Law

Reprosify intends to administer Referral Attribution in accordance with applicable contract laws, real estate laws, referral regulations, licensing requirements, consumer protection laws, privacy laws, and commercial transaction laws.

43.17 Survival

The provisions of this Chapter shall survive:

Cancellation.
Suspension.
Expiration.
Non-renewal.
Account closure.
Membership termination.
Subscription termination.
Enterprise Agreement termination.
Completion of Services.

Referral Attribution shall continue to govern any qualifying transaction arising from a Reprosify Referral until all contractual obligations relating to that Referral have been fully satisfied.

43.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, verify, modify, expand, clarify, limit, suspend, replace, or revise its Referral Attribution standards, documentation requirements, verification procedures, audit practices, technology systems, reporting methods, and operational processes at any time with prospective effect.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s contractual right to determine, verify, enforce, or establish Referral Attribution using commercially reasonable evidence maintained in the ordinary course of business. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 44. Closing Fees

44.1 Purpose

This Chapter establishes the policies governing Closing Fees, Success Fees, transaction-based compensation, reporting obligations, payment obligations, verification procedures, and related administrative requirements applicable to Referrals, Leads, appointments, live transfers, and business opportunities generated or facilitated by Reprosify.

The purpose of this Chapter is to establish a clear and consistent framework under which Reprosify earns compensation for introducing, generating, qualifying, assigning, routing, or otherwise facilitating customer relationships that result in completed transactions.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, lead generation programs, referral programs, marketing campaigns, advertising campaigns, CRM services, artificial intelligence services, and all current and future products and Services offered by Reprosify.

44.2 Definition of Closing Fee

A “Closing Fee” means the contractually agreed Success Fee earned by Reprosify when a qualifying transaction involving a Reprosify Referral reaches a Closing Event.

The Closing Fee compensates Reprosify for its investment in:

Customer acquisition.
Lead generation.
Marketing.
Advertising.
Technology.
Artificial intelligence.
CRM infrastructure.
Lead qualification.
Appointment scheduling.
Live transfers.
Customer support.
Referral management.
Business development.
Operational support.
Administrative services.
Other activities contributing to the creation of the customer relationship.

The Closing Fee is separate from Membership Fees, Subscription Fees, advertising fees, consulting fees, software licensing fees, or any other Fees charged under this Policy.

44.3 Qualifying Transactions

Unless otherwise expressly stated in a separately executed written agreement, a Closing Fee may become payable when a Reprosify Referral results in, directly or indirectly:

A residential property purchase.
A residential property sale.
A commercial property purchase.
A commercial property sale.
A land transaction.
A new construction transaction.
A builder transaction.
An investment property transaction.
A lease transaction.
A rental transaction.
A property management agreement.
A relocation transaction.
A referral transaction.
Any transaction producing compensation for the Customer.
Any other qualifying transaction identified in the applicable Membership, Subscription, or Service Agreement.

44.4 Closing Event

For purposes of this Policy, a “Closing Event” occurs upon the earliest of:

Settlement of the real estate transaction.
Transfer of legal title.
Recording of the deed or equivalent instrument where applicable.
Funding of the transaction.
Payment of commission to the Customer.
Receipt of transaction compensation by the Customer or the Customer’s brokerage.
Completion of another contractually defined Success Event.

The applicable Closing Fee becomes earned upon the occurrence of the Closing Event.

44.5 Closing Fee Amount

The applicable Closing Fee shall be the amount identified in:

The Membership Agreement.
The Subscription Agreement.
The Enterprise Agreement.
The Order Form.
The Pricing Schedule.
The applicable Service Agreement.
The Customer Portal.
Another written agreement executed by an authorized representative of Reprosify.

If multiple pricing schedules exist, the pricing applicable to the Customer’s Membership or Service at the time the Referral was assigned shall govern unless otherwise agreed in writing.

44.6 Closing Fees Are Independent of Commissions

The Closing Fee is a contractual fee owed to Reprosify and is independent of:

Real estate commissions.
Brokerage compensation.
Referral commissions.
Marketing expenses.
Membership Fees.
Subscription Fees.
Licensing fees.
Administrative Fees.
Professional Service Fees.

The Closing Fee remains payable regardless of how commissions are allocated among brokers, teams, agents, assistants, referral partners, or affiliated entities.

44.7 Transactions After Cancellation

The Customer remains responsible for the applicable Closing Fee if a Closing Event occurs during the applicable Referral Coverage Period, even if:

The Membership has been cancelled.
The Subscription has expired.
The Account has been suspended.
Services have terminated.
The Customer no longer uses the Platform.
The Customer has changed Membership Plans.

Cancellation does not eliminate Closing Fee obligations arising from Referrals generated before the effective cancellation date.

44.8 Brokerage Changes

The obligation to pay the Closing Fee survives changes including:

Brokerage changes.
Team changes.
Business restructuring.
Formation of a new legal entity.
Corporate mergers.
Corporate acquisitions.
Licensing transfers.
Business sales.
Assignment of commissions.
Employment changes.

The Customer may not avoid payment obligations by changing the legal or business structure through which the transaction is completed.

44.9 Assignment to Third Parties

Customers shall not avoid Closing Fee obligations by causing a Reprosify Referral to complete a transaction through:

Another agent.
Another brokerage.
A spouse.
A family member.
An assistant.
An employee.
A referral partner.
An affiliated company.
A controlled entity.
Any other third party acting for the Customer’s benefit.

Where the transaction substantially results from a Reprosify Referral, the applicable Closing Fee remains payable.

44.10 Multiple Transactions

Unless expressly limited by a separately executed written agreement, each qualifying transaction completed by a Reprosify Referral during the applicable Referral Coverage Period shall constitute an independent Closing Event.

Each qualifying Closing Event may generate a separate Closing Fee.

44.11 Customer Reporting Obligations

The Customer agrees to notify Reprosify promptly upon becoming aware that a Reprosify Referral has:

Executed a listing agreement.
Executed a buyer representation agreement.
Executed a purchase agreement.
Entered escrow.
Closed a transaction.
Generated a commission.
Completed another qualifying Closing Event.

Notification shall include all information reasonably necessary to calculate the applicable Closing Fee.

44.12 Verification Rights

To verify qualifying Closing Events, Reprosify may request documentation reasonably related to the transaction, including:

Settlement statements.
Closing disclosures.
Commission statements.
Brokerage records.
Listing agreements.
Purchase agreements.
Representation agreements.
Public property records.
MLS information where lawfully available.
Escrow confirmations.
Funding confirmations.
Other commercially reasonable documentation.

The Customer agrees to cooperate with reasonable verification requests.

44.13 Audit Rights

To verify compliance with this Chapter, Reprosify may, upon reasonable notice and during normal business hours, review records reasonably necessary to confirm whether a qualifying Closing Event has occurred.

Such review may include transaction-specific documentation relevant to Reprosify Referrals and shall be conducted in a commercially reasonable manner that respects applicable confidentiality obligations.

If an audit reveals that Closing Fees were underreported or unpaid, the Customer shall remain responsible for the unpaid amounts together with any other remedies available under this Policy or applicable law.

44.14 No Circumvention

The Customer shall not intentionally attempt to avoid payment of a Closing Fee by:

Delaying a transaction.
Misreporting transaction status.
Concealing a Closing Event.
Redirecting the Referral.
Assigning the transaction to another person.
Using affiliated entities.
Altering transaction structures.
Executing side agreements.
Omitting required reports.
Misrepresenting the source of the Referral.
Otherwise attempting to avoid contractual payment obligations.

Any such attempt shall not affect Reprosify’s entitlement to the applicable Closing Fee.

44.15 Invoicing and Payment

Upon verification of a qualifying Closing Event, Reprosify may issue an invoice for the applicable Closing Fee.

Unless otherwise specified in the applicable agreement:

Closing Fees become due upon invoice.
Reprosify may charge the Payment Method previously authorized by the Customer where permitted under this Policy and applicable law.
Unpaid Closing Fees may be subject to the Collection Rights provisions of this Policy.

44.16 Failure to Report

Failure by the Customer to report a qualifying Closing Event does not eliminate the obligation to pay the applicable Closing Fee.

If Reprosify later determines that a Closing Event occurred, Reprosify may invoice the applicable Closing Fee together with any additional amounts recoverable under this Policy or applicable law.

44.17 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Referral Coverage Period.
Lead Ownership.
Referral Attribution.
Chargebacks.
Collection Rights.
Payment Methods.
Authorization to Charge.
Cancellation Policy.
Refund Policy.
Any applicable Membership Agreement or Enterprise Agreement.

Where multiple provisions apply, they shall be interpreted to give maximum lawful effect to Reprosify’s contractual rights.

44.18 Compliance with Applicable Law

Reprosify intends to administer Closing Fees in accordance with applicable contract laws, real estate licensing laws, consumer protection laws, commercial transaction laws, payment processing laws, and other applicable legal requirements.

If a jurisdiction regulates referral fees, success fees, or similar compensation arrangements, this Chapter shall be interpreted and administered in a manner consistent with those mandatory legal requirements while preserving Reprosify’s maximum lawful contractual rights.

44.19 Survival

The provisions of this Chapter shall survive:

Cancellation.
Suspension.
Expiration.
Non-renewal.
Account closure.
Membership termination.
Subscription termination.
Enterprise Agreement termination.
Completion of Services.

This Chapter shall continue to govern all qualifying Closing Events arising from Reprosify Referrals until all applicable Closing Fees and related contractual obligations have been fully satisfied.

44.20 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, clarify, limit, suspend, replace, or revise its Closing Fee schedules, Success Fee programs, reporting procedures, verification standards, invoicing practices, payment administration procedures, audit processes, and operational requirements with prospective effect.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s contractual right to receive Closing Fees or other transaction-based compensation earned through the generation, introduction, assignment, qualification, routing, or facilitation of Reprosify Referrals. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 45. Marketing Fees

45.1 Purpose

This Chapter establishes the policies governing Marketing Fees applicable to marketing services, advertising services, branding services, lead generation services, search engine optimization, artificial intelligence marketing, customer acquisition services, campaign management, digital marketing, consulting, content creation, social media management, websites, landing pages, CRM marketing, automation services, and all current and future marketing-related products and Services offered by Reprosify.

The purpose of this Chapter is to define the assessment, calculation, payment, administration, and treatment of Marketing Fees while protecting Reprosify’s investment in marketing infrastructure, personnel, technology, software, advertising, creative development, and operational resources.

This Chapter applies regardless of whether the Marketing Services are provided as standalone services, bundled services, Membership benefits, Subscription features, Enterprise Services, promotional offerings, or Custom Services.

45.2 Definition of Marketing Fees

“Marketing Fees” include any fees, charges, retainers, service fees, campaign fees, advertising management fees, creative fees, consulting fees, implementation fees, optimization fees, administrative fees, or other compensation charged by Reprosify for planning, creating, managing, administering, monitoring, optimizing, supporting, or delivering Marketing Services.

Marketing Fees are separate from:

Membership Fees.
Subscription Fees.
Closing Fees.
Success Fees.
Administrative Fees.
Taxes.
Third-party advertising costs.
Payment processing fees.
Other contractual payment obligations.

45.3 Marketing Services Covered

Marketing Fees may apply to, without limitation:

Lead generation.
Digital advertising.
Search engine marketing.
Search engine optimization (SEO).
Local SEO.
Artificial intelligence optimization.
Large language model optimization.
Website development.
Landing pages.
Sales funnels.
CRM marketing.
Email marketing.
SMS marketing.
Direct mail campaigns.
Social media management.
Social media advertising.
Pay-per-click advertising.
Display advertising.
Video advertising.
Brand development.
Reputation management.
Listing promotion.
Content creation.
Graphic design.
Copywriting.
Photography coordination.
Videography coordination.
Marketing strategy.
Campaign consulting.
Analytics.
Reporting.
Marketing automation.
ISA marketing support.
Customer acquisition campaigns.
Future marketing products, technologies, or Services introduced by Reprosify.

The foregoing list is illustrative and not exhaustive.

45.4 Scope of Marketing Services

Marketing Services may include strategic planning, creative development, implementation, execution, optimization, monitoring, reporting, consulting, technical support, campaign management, administrative support, and related professional services.

Reprosify retains discretion regarding the methods, technologies, software platforms, vendors, personnel, workflows, and operational practices used to deliver Marketing Services unless otherwise expressly agreed in writing.

45.5 Marketing Fees Become Earned

Marketing Fees become earned when Reprosify begins performing the applicable Marketing Services.

Marketing Services may be deemed to have commenced upon one or more of the following:

Campaign planning.
Strategy development.
Account creation.
Platform configuration.
Software provisioning.
Website configuration.
CRM configuration.
Advertising account preparation.
Creative development.
Graphic design.
Copywriting.
Content preparation.
Keyword research.
Audience research.
Competitor research.
Technical implementation.
Vendor coordination.
Internal project assignment.
Personnel allocation.
Administrative preparation.
Any other work reasonably performed in connection with the Marketing Services.

Once earned, Marketing Fees remain subject to the Refund Policy and No Refund Policy.

45.6 Third-Party Advertising Costs

Certain Marketing Services may require expenditures payable to third-party providers, including:

Search engines.
Social media platforms.
Advertising networks.
Listing services.
Website hosting providers.
Domain registrars.
Email service providers.
SMS providers.
Artificial intelligence platforms.
Data providers.
Marketing software vendors.
Media publishers.
Other third-party vendors.

Unless expressly stated otherwise in writing, third-party advertising expenditures are separate from Marketing Fees and remain the responsibility of the Customer.

Amounts paid or committed to third parties are generally non-refundable once incurred.

45.7 No Guaranteed Marketing Results

Marketing Services involve numerous factors outside Reprosify’s reasonable control.

Accordingly, Reprosify does not guarantee:

Search engine rankings.
AI visibility.
Lead volume.
Lead quality.
Website traffic.
Advertising impressions.
Click-through rates.
Conversion rates.
Appointment volume.
Live transfer volume.
Listing volume.
Closed transactions.
Revenue.
Profitability.
Return on investment.
Market share.
Brand awareness.
Customer acquisition.
Business growth.
Any specific commercial outcome.

Marketing Fees compensate Reprosify for professional services performed and are not contingent upon achieving any particular business result unless expressly provided in a separately executed written agreement.

45.8 Customer Responsibilities

The Customer agrees to cooperate with Reprosify by timely providing information, approvals, access credentials, branding materials, logos, property information, photographs, marketing content, legal disclosures, licensing information, and other materials reasonably necessary for the performance of Marketing Services.

Delays caused by the Customer may affect campaign performance, project timelines, or service delivery and shall not create any right to a refund, credit, or reduction of Marketing Fees.

45.9 Customer Approvals

Where Marketing Services require Customer approval of creative materials, campaigns, advertisements, websites, or other deliverables, the Customer agrees to review and respond within a commercially reasonable time.

If approvals are delayed, Reprosify may:

Delay implementation.
Suspend the project.
Reschedule production.
Continue administrative work.
Invoice earned Marketing Fees.
Extend project timelines.

Failure to provide timely approvals does not suspend the Customer’s payment obligations.

45.10 Campaign Modifications

Customers may request modifications to active Marketing Services.

Requested modifications may include:

Budget adjustments.
Geographic changes.
Audience changes.
Creative revisions.
Campaign restructuring.
Platform changes.
Additional services.
Expanded deliverables.
Strategy revisions.

Reprosify may assess additional Marketing Fees, Administrative Fees, Professional Service Fees, or third-party costs associated with such modifications.

45.11 Marketing Fees Following Cancellation

Cancellation of a Membership, Subscription, Marketing Service, or other Service does not eliminate Marketing Fees earned before the effective cancellation date.

Marketing campaigns already launched, prepared, scheduled, configured, or otherwise commenced remain subject to the applicable payment obligations.

Third-party commitments incurred before cancellation remain payable.

45.12 Reporting and Analytics

Where included within the applicable Service, Reprosify may provide reports, analytics, dashboards, campaign summaries, performance metrics, or other marketing information.

Such reports are provided for informational purposes only and do not constitute guarantees regarding future performance or business outcomes.

45.13 Intellectual Property

Unless otherwise expressly agreed in writing, Reprosify retains ownership of its proprietary methodologies, campaign structures, workflows, templates, automation systems, software configurations, optimization techniques, artificial intelligence prompts, marketing strategies, internal processes, analytics models, and other intellectual property developed in connection with Marketing Services.

Ownership of Customer trademarks, logos, copyrighted materials, and other pre-existing intellectual property remains with the Customer.

Ownership of custom deliverables shall be governed by the applicable Service Agreement, Statement of Work, or other written agreement.

45.14 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Pricing.
Promotional Pricing.
Discounts.
Credits.
Promotional Credits.
Credit Back Programs.
Payment Methods.
Authorization to Charge.
Administrative Fees.
Taxes.
Refund Policy.
No Refund Policy.
No Prorated Refunds.
Cancellation Policy.
Enterprise Services.
Custom Services.

Where multiple provisions apply, they shall be interpreted to provide maximum lawful effect to the parties’ contractual rights and obligations.

45.15 Compliance with Applicable Law

Reprosify intends to administer Marketing Fees in accordance with applicable contract laws, advertising laws, consumer protection laws, intellectual property laws, privacy laws, electronic commerce laws, marketing regulations, data protection laws, and other applicable legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Chapter.

45.16 Survival

The provisions of this Chapter shall survive cancellation, suspension, expiration, termination, account closure, completion of Services, expiration of any Membership or Subscription, and termination of any contractual relationship to the extent necessary to administer Marketing Fees, collect outstanding balances, resolve disputes, process audits, enforce payment obligations, protect intellectual property, or otherwise enforce the parties’ contractual rights.

45.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, or discontinue its Marketing Fee schedules, marketing service offerings, campaign methodologies, pricing models, technology platforms, vendor relationships, reporting practices, creative processes, optimization techniques, administrative procedures, and operational standards at any time with prospective effect.

Nothing contained in this Chapter shall be interpreted as guaranteeing any specific marketing performance or business outcome or as limiting Reprosify’s contractual right to receive Marketing Fees earned through the performance of Marketing Services. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 46. Performance Fees

46.1 Purpose

This Chapter establishes the policies governing Performance Fees, Success Fees, milestone-based compensation, outcome-based pricing, incentive compensation, transaction-based fees, revenue-sharing arrangements, referral-based compensation, bonus programs, and all other performance-based payment models offered by Reprosify.

The purpose of this Chapter is to establish a consistent contractual framework under which Reprosify may earn compensation when specified Performance Events occur, regardless of whether such compensation relates to real estate transactions, marketing campaigns, software services, artificial intelligence services, lead generation, consulting, enterprise solutions, or any current or future products and Services.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, referral programs, software platforms, marketing services, CRM services, artificial intelligence services, professional services, marketplaces, and all current and future offerings made available by Reprosify.

46.2 Definition of Performance Fees

A “Performance Fee” means any fee, Success Fee, milestone payment, incentive payment, transaction fee, revenue share, bonus, completion fee, outcome-based fee, or other contractual compensation earned by Reprosify upon the occurrence of a defined Performance Event.

Performance Fees are separate from:

Membership Fees.
Subscription Fees.
Marketing Fees.
Administrative Fees.
Setup Fees.
Activation Fees.
Onboarding Fees.
Software licensing fees.
Professional Service Fees.
Taxes.
Other contractual payment obligations.

Unless expressly stated otherwise, a Performance Fee compensates Reprosify for successfully producing or materially contributing to a defined business outcome.

46.3 Performance Events

A Performance Fee may become payable upon the occurrence of one or more Performance Events identified in the applicable Membership Agreement, Subscription Agreement, Enterprise Agreement, Order Form, Pricing Schedule, Statement of Work, Service Agreement, or other written agreement.

Performance Events may include, without limitation:

Closing of a transaction.
Execution of a listing agreement.
Execution of a buyer representation agreement.
Successful referral.
Qualified appointment.
Live transfer.
Qualified lead delivery.
Commission earned.
Revenue generated.
Contract execution.
Customer acquisition.
Project completion.
Campaign completion.
Milestone completion.
Successful implementation.
Performance target achievement.
Marketplace transaction.
AI-generated outcome.
Subscription conversion.
Any other measurable commercial event agreed by the parties.

The applicable agreement shall determine the specific Performance Events for each Service.

46.4 Performance Fees Become Earned

A Performance Fee becomes earned immediately upon the occurrence of the applicable Performance Event.

Once earned:

The Performance Fee becomes due in accordance with the applicable agreement.
Subsequent cancellation does not eliminate the obligation.
Subsequent account closure does not eliminate the obligation.
Subsequent Membership expiration does not eliminate the obligation.
Subsequent Subscription termination does not eliminate the obligation.
Future disputes unrelated to the Performance Event do not invalidate the earned Performance Fee.

46.5 Performance Fees Are Independent of Other Fees

Performance Fees are independent of all other charges under this Policy.

Payment of:

Membership Fees.
Subscription Fees.
Marketing Fees.
Administrative Fees.
Professional Service Fees.
Consulting Fees.
Software licensing fees.
Enterprise Fees.

does not satisfy Performance Fee obligations unless expressly stated in writing.

Likewise, payment of a Performance Fee does not eliminate any other contractual payment obligation.

46.6 Measurement of Performance

Performance Events may be measured using commercially reasonable evidence, including:

CRM records.
Lead assignment records.
Platform activity.
Appointment records.
Call recordings where lawfully recorded.
Electronic communications.
Transaction records.
Settlement records.
Commission statements.
Invoices.
Billing records.
Marketing reports.
Analytics.
Artificial intelligence reporting.
Public records.
Customer acknowledgments.
Third-party confirmations.
Other reliable business records.

Reprosify may rely upon multiple sources of information when determining whether a Performance Event has occurred.

46.7 Customer Reporting Obligations

Customers agree to promptly notify Reprosify of any Performance Event that may give rise to a Performance Fee.

Such notice shall include information reasonably necessary to verify:

The Performance Event.
The applicable date.
The parties involved.
The applicable transaction.
Other information reasonably requested by Reprosify.

Failure to provide timely notice does not eliminate the obligation to pay an earned Performance Fee.

46.8 Verification Rights

Reprosify may request documentation reasonably necessary to verify a Performance Event.

Such documentation may include:

Transaction records.
Commission statements.
Settlement statements.
Contracts.
Purchase agreements.
Listing agreements.
Customer confirmations.
Billing records.
Revenue records.
Marketing reports.
Analytics.
Other commercially reasonable documentation.

Customers agree to cooperate with reasonable verification requests.

46.9 No Circumvention

Customers shall not intentionally avoid Performance Fees by:

Delaying transactions.
Changing entities.
Changing brokerages.
Assigning transactions to third parties.
Redirecting customers.
Altering transaction structures.
Concealing Performance Events.
Misreporting revenue.
Using affiliated entities.
Executing undisclosed side agreements.
Creating substitute transactions.
Otherwise attempting to avoid contractual compensation owed to Reprosify.

Any such conduct shall not affect Reprosify’s entitlement to the applicable Performance Fee.

46.10 Multiple Performance Events

Unless otherwise expressly stated in a written agreement, multiple Performance Events arising from the same Customer, Referral, project, campaign, or relationship may each independently generate Performance Fees.

The occurrence of one Performance Event does not automatically satisfy or replace another unless expressly provided in the applicable agreement.

46.11 Third-Party Compensation

Performance Fees remain payable regardless of whether compensation is received by:

The Customer.
The Customer’s brokerage.
An affiliated entity.
A business partner.
A parent company.
A subsidiary.
A successor entity.
A family member.
Another person acting for the Customer’s benefit.

Customers may not avoid Performance Fees by redirecting compensation through another person or entity.

46.12 Invoicing and Payment

Upon determining that a Performance Event has occurred, Reprosify may:

Issue an invoice.
Charge an authorized Payment Method where permitted by this Policy.
Offset available Account Credits where applicable.
Pursue collection of unpaid Performance Fees in accordance with this Policy.

Unless otherwise stated in the applicable agreement, Performance Fees become payable upon invoice.

46.13 Audit Rights

To verify compliance with this Chapter, Reprosify may, upon reasonable notice, review records reasonably necessary to determine whether Performance Events occurred.

If such review identifies unpaid Performance Fees, the Customer remains responsible for:

The unpaid Performance Fees.
Applicable Administrative Fees, if any.
Collection costs where permitted by applicable law.
Other remedies available under this Policy or applicable law.

46.14 No Guaranteed Results

Nothing in this Chapter shall be interpreted as guaranteeing that a Performance Event will occur.

Performance Fees compensate Reprosify only when the applicable contractual Performance Event actually occurs.

The absence of a Performance Event shall not create liability for Reprosify unless expressly provided in a separately executed written agreement.

46.15 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Pricing.
Marketing Fees.
Closing Fees.
Referral Coverage Period.
Referral Attribution.
Lead Ownership.
Payment Methods.
Authorization to Charge.
Chargebacks.
Collection Rights.
Refund Policy.
Cancellation Policy.
Enterprise Services.
Custom Services.

Where multiple provisions apply, they shall be interpreted harmoniously to give maximum lawful effect to the parties’ contractual rights and obligations.

46.16 Compliance with Applicable Law

Reprosify intends to administer Performance Fees in accordance with applicable contract laws, commercial transaction laws, consumer protection laws, payment processing regulations, real estate licensing laws where applicable, tax laws, and other mandatory legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction or Performance Fee arrangement, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Chapter.

46.17 Survival

The provisions of this Chapter shall survive cancellation, suspension, expiration, termination, non-renewal, account closure, completion of Services, expiration of any Membership or Subscription, and termination of any contractual relationship to the extent necessary to verify Performance Events, invoice earned Performance Fees, collect outstanding amounts, conduct audits, resolve disputes, enforce payment obligations, or otherwise protect Reprosify’s contractual rights.

46.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, clarify, limit, suspend, replace, discontinue, or introduce new Performance Fee models, Success Fee programs, milestone pricing structures, revenue-sharing arrangements, incentive compensation programs, transaction-based pricing, verification procedures, reporting requirements, invoicing practices, and administrative processes with prospective effect.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s contractual right to earn and collect Performance Fees arising from any qualifying Performance Event identified in an applicable agreement. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 47. Territory Reservations

47.1 Purpose

This Chapter establishes the policies governing Territory Reservations, geographic coverage areas, protected service areas, ZIP Code assignments, market reservations, service regions, Circle sponsorships, exclusive participation programs, priority placement, lead routing territories, and all other geographic participation rights offered by Reprosify.

The purpose of this Chapter is to establish a consistent framework for assigning, administering, protecting, modifying, and terminating Territory Reservations while preserving Reprosify’s operational flexibility, lead distribution systems, business growth objectives, customer experience, and proprietary market allocation methodologies.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, sponsorship programs, referral programs, lead generation services, and all current and future products and Services offered by Reprosify.

47.2 Definition of Territory Reservation

A “Territory Reservation” means a contractual authorization granted by Reprosify allowing a Customer to participate in one or more designated geographic areas for purposes determined by the applicable Membership, Subscription, sponsorship program, or Service.

Territories may be defined using one or more geographic methods, including:

ZIP Codes.
Postal Codes.
Cities.
Counties.
Municipalities.
Neighborhoods.
Communities.
School districts.
Geographic coordinates.
Service radii.
Market Circles.
Sponsor Circles.
Regions.
States or provinces.
Countries.
Custom service areas.
Other geographic designations established by Reprosify.

The method used to define a Territory shall be determined solely by Reprosify unless otherwise expressly stated in a written agreement.

47.3 Reservation Rights

A Territory Reservation grants the Customer a limited contractual right to participate in the designated Territory under the terms of the applicable Membership or Service.

A Territory Reservation does not constitute:

Ownership of the Territory.
Ownership of consumers.
Ownership of Leads.
Ownership of marketing rights.
Ownership of search visibility.
Ownership of advertising rights.
Ownership of intellectual property.
Ownership of Reprosify’s databases.
A real property interest.
A franchise.
A perpetual right.
An exclusive legal right except as expressly provided in writing.

All Territory Reservations remain subject to this Policy.

47.4 Availability of Territories

Territory availability shall be determined solely by Reprosify.

A Territory may be:

Available.
Reserved.
Exclusive.
Shared.
Rotational.
Sponsored.
Waitlisted.
Closed.
Restricted.
Temporarily unavailable.
Under review.
Reserved for Enterprise programs.
Reserved for promotional programs.
Reserved for future business development.

Nothing in this Policy guarantees that any requested Territory will be available.

47.5 Exclusive and Shared Territories

Depending upon the applicable Membership, Subscription, sponsorship program, or Service, Territories may be offered as:

Exclusive Territories.
Shared Territories.
Rotational Territories.
Priority Territories.
Sponsored Territories.
Non-exclusive Territories.
Pilot Territories.
Enterprise Territories.
Hybrid Territory models.

Any exclusivity exists only to the extent expressly stated in a separately executed written agreement.

No exclusivity shall be implied.

47.6 Assignment of Territories

Reprosify retains sole discretion regarding:

Territory assignments.
Territory boundaries.
Territory size.
Territory availability.
Lead routing.
Geographic prioritization.
Capacity planning.
Operational management.
Territory modifications.
Territory redistribution.
Waitlist administration.

Territory assignments may be based upon operational, commercial, technical, marketing, customer service, or other legitimate business considerations.

47.7 Territory Reservations Become Effective

A Territory Reservation becomes effective only after:

Customer approval.
Payment of applicable Fees.
Completion of required onboarding.
Acceptance of applicable agreements.
Administrative approval by Reprosify.
Assignment within Reprosify’s internal systems.

Reservation requests alone do not create any rights to a Territory.

47.8 Reservation Fees

Certain Territory Reservations may require:

Membership Fees.
Subscription Fees.
Sponsorship Fees.
Reservation Fees.
Administrative Fees.
Marketing Fees.
Performance Fees.
Other applicable charges.

Unless otherwise expressly stated, payment of such Fees grants only the contractual rights described in the applicable agreement and does not convey ownership of the Territory.

47.9 Territory Modifications

Reprosify reserves the right to modify Territories where reasonably necessary for legitimate business purposes.

Modifications may include:

Expanding boundaries.
Reducing boundaries.
Combining Territories.
Dividing Territories.
Redesignating geographic areas.
Creating new Territories.
Eliminating Territories.
Adjusting routing logic.
Updating ZIP Code coverage.
Updating service regions.
Implementing new market structures.

Where commercially reasonable, Reprosify may provide advance notice of material changes affecting active Territory Reservations.

47.10 Lead Distribution Within Territories

Assignment of a Territory does not guarantee:

A minimum number of Leads.
A minimum number of appointments.
A minimum number of live transfers.
A minimum number of transactions.
A minimum amount of revenue.
Market demand.
Consumer inquiries.
Advertising performance.
Search visibility.
Business results.

Lead distribution remains subject to Reprosify’s operational policies, routing algorithms, Membership level, availability, consumer preferences, and applicable lead distribution procedures.

47.11 Territory Reservation Following Cancellation

Unless otherwise expressly provided in writing, cancellation, suspension, expiration, termination, or non-renewal of a Membership or Subscription automatically terminates any associated Territory Reservation on the effective cancellation date.

Upon termination of the Territory Reservation, Reprosify may immediately:

Release the Territory.
Assign the Territory to another Customer.
Place the Territory into a waitlist program.
Reserve the Territory for future programs.
Modify the Territory.
Combine the Territory with another market.

The former Customer shall have no continuing right to reclaim the Territory unless expressly approved in writing by Reprosify.

47.12 Reinstatement

Customers seeking reinstatement after cancellation may request reassignment of a previously reserved Territory.

However:

Availability is not guaranteed.
Previously reserved Territories may no longer be available.
Pricing may differ.
Membership requirements may differ.
New agreements may be required.
Waitlists may apply.

Reprosify retains sole discretion regarding Territory reassignment.

47.13 Customer Responsibilities

Customers participating in Territory Reservation programs agree to:

Maintain active Memberships where required.
Maintain current payment information.
Comply with applicable agreements.
Respond to assigned Leads in accordance with program standards.
Maintain professional licensing where applicable.
Maintain eligibility requirements.
Cooperate with Reprosify’s operational procedures.

Failure to satisfy these obligations may result in suspension, reassignment, or termination of a Territory Reservation.

47.14 No Circumvention

Customers shall not attempt to obtain additional Territory rights by:

Creating multiple Accounts.
Using affiliated entities.
Using nominees or proxies.
Misrepresenting ownership.
Circumventing Membership limitations.
Manipulating geographic assignments.
Interfering with lead routing.
Engaging in fraudulent conduct.
Otherwise attempting to bypass Reprosify’s Territory administration policies.

Reprosify may suspend, revoke, or modify Territory Reservations if such conduct is reasonably suspected.

47.15 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Membership Plans.
Subscription Plans.
Enterprise Services.
Lead Ownership.
Referral Coverage Period.
Referral Attribution.
Closing Fees.
Performance Fees.
Cancellation Policy.
Existing Clients.
Marketing Fees.
Pricing.
Automatic Renewals.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

47.16 Compliance with Applicable Law

Reprosify intends to administer Territory Reservations in accordance with applicable contract laws, competition laws, consumer protection laws, real estate licensing laws, commercial transaction laws, privacy laws, and other applicable legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Chapter.

47.17 Survival

The provisions of this Chapter relating to payment obligations, confidentiality, intellectual property, dispute resolution, audit rights, enforcement, and any other provisions that by their nature should survive shall remain in effect following cancellation, suspension, expiration, termination, or non-renewal to the extent necessary to protect Reprosify’s contractual rights and administer obligations arising during the period of the Territory Reservation.

47.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, reduce, combine, divide, suspend, replace, discontinue, or redesign its Territory Reservation programs, geographic allocation methodologies, lead routing systems, sponsorship models, market structures, eligibility requirements, pricing schedules, and operational practices at any time with prospective effect.

Nothing contained in this Chapter shall be interpreted as transferring ownership of any geographic market, ZIP Code, service area, consumer base, Lead inventory, routing rights, marketing rights, or proprietary business interest to any Customer. Territory Reservations constitute limited contractual participation rights only and remain subject to this Policy, any applicable agreement, and applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 48. Exclusive Markets

48.1 Purpose

This Chapter establishes the policies governing Exclusive Markets, exclusive participation rights, geographic exclusivity, protected market programs, ZIP Code exclusivity, Circle Sponsorships, priority market participation, reserved geographic service areas, and all other exclusive market offerings made available by Reprosify.

The purpose of this Chapter is to define the contractual rights and limitations associated with Exclusive Markets while preserving Reprosify’s operational flexibility, lead generation capabilities, national marketing initiatives, strategic partnerships, technology development, and future business expansion.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, sponsorship programs, lead generation services, referral programs, marketing programs, and all current and future products and Services offered by Reprosify.

48.2 Definition of Exclusive Market

An “Exclusive Market” means a geographic area or market segment for which Reprosify grants a Customer certain exclusive participation rights expressly identified in the applicable Membership, Subscription, Enterprise Agreement, Sponsorship Agreement, Order Form, Pricing Schedule, or other written agreement.

An Exclusive Market may be defined by:

ZIP Code.
Postal Code.
City.
County.
Municipality.
Neighborhood.
Community.
School district.
Geographic radius.
Market Circle.
Sponsor Circle.
Region.
State or province.
Country.
Custom geographic boundaries.
Other market designations established by Reprosify.

No Exclusive Market exists unless expressly granted in writing.

48.3 Nature of Exclusivity

An Exclusive Market grants only the specific exclusivity rights expressly described in the applicable agreement.

Unless expressly stated otherwise, exclusivity is limited solely to participation within the applicable Reprosify program and does not constitute:

Ownership of the market.
Ownership of consumers.
Ownership of Leads.
Ownership of referrals.
Ownership of advertising.
Ownership of search engine rankings.
Ownership of websites.
Ownership of intellectual property.
A franchise.
A real property interest.
A perpetual contractual right.
An unrestricted right to all business originating within the geographic area.

48.4 Scope of Exclusivity

Unless expressly modified in writing, Exclusive Market participation generally means that Reprosify will not intentionally assign substantially equivalent Membership rights within the same designated market to another Customer participating in the same exclusive program during the active term of the applicable agreement.

The scope of exclusivity shall be limited to the specific products, Services, Membership level, and geographic area identified in the applicable agreement.

No broader exclusivity shall be implied.

48.5 Exceptions to Exclusivity

Unless expressly prohibited by a separately executed written agreement, Reprosify reserves the right to continue operating within an Exclusive Market for legitimate business purposes, including:

National advertising campaigns.
Regional advertising campaigns.
Brand awareness campaigns.
Corporate marketing.
Platform marketing.
Search engine optimization.
Artificial intelligence optimization.
Website promotion.
Consumer education.
Existing customer support.
Customer service operations.
Enterprise programs.
Pilot programs.
Beta programs.
Strategic partnerships.
Referral partnerships.
Government programs.
Charitable initiatives.
Internal testing.
Technology development.
Quality assurance.
Compliance activities.
Fraud prevention.
Other legitimate business operations.

Such activities shall not, by themselves, constitute a breach of Exclusivity.

48.6 Existing Clients

Nothing in this Chapter shall require Reprosify to terminate, impair, or modify relationships with Existing Clients that were established before the commencement of the applicable Exclusive Market.

Existing Clients may continue to receive Services in accordance with their applicable agreements.

48.7 Consumer Choice

Nothing contained in this Chapter restricts the independent choice of consumers.

Consumers remain free to:

Select their preferred Realtor.
Change Realtors.
Select another brokerage.
Contact Reprosify directly.
Request another representative.
Decline representation.
Request reassignment where permitted.

Consumer choice shall always prevail where required by applicable law.

48.8 Lead Distribution

Exclusive Market participation does not guarantee:

A minimum number of Leads.
A minimum number of appointments.
A minimum number of live transfers.
A minimum number of transactions.
A minimum amount of revenue.
Search engine rankings.
Website traffic.
Marketing performance.
Consumer demand.
Return on investment.
Business growth.

Lead distribution remains subject to consumer activity, market conditions, operational capacity, routing policies, Membership terms, consumer preferences, and other legitimate business considerations.

48.9 Market Availability

Exclusive Markets are offered only while available.

Reprosify retains sole discretion regarding:

Market availability.
Waitlists.
Reservation priority.
Market capacity.
Eligibility.
Geographic boundaries.
Operational requirements.
Sponsorship opportunities.

Submission of an application does not reserve an Exclusive Market until accepted by Reprosify.

48.10 Loss of Exclusivity

Exclusive Market rights may terminate upon:

Cancellation.
Non-renewal.
Suspension.
Expiration.
Material breach of an agreement.
Failure to maintain required Membership status.
Failure to pay applicable Fees.
Failure to maintain professional licensing where required.
Failure to satisfy program requirements.
Voluntary relinquishment.
Other circumstances identified in the applicable agreement.

Upon termination, Reprosify may immediately make the market available to another qualified Customer.

48.11 Reassignment of Exclusive Markets

Following termination of an Exclusive Market, Reprosify may:

Assign the market to another Customer.
Divide the market.
Combine the market.
Convert the market to a shared program.
Modify geographic boundaries.
Reserve the market for future programs.
Discontinue the market.
Introduce a different market structure.

Former Customers shall have no preferential right to reclaim a previously assigned Exclusive Market unless expressly approved in writing.

48.12 Modifications to Market Boundaries

Reprosify may modify market boundaries where reasonably necessary due to:

Population growth.
Market demand.
Operational requirements.
Geographic changes.
ZIP Code changes.
Municipal boundary changes.
Technology improvements.
Routing optimization.
Consumer experience improvements.
Business expansion.

Where commercially reasonable, advance notice of material modifications affecting active Exclusive Markets may be provided.

48.13 Customer Responsibilities

Customers participating in Exclusive Market programs agree to:

Maintain active Memberships where required.
Maintain current payment information.
Respond promptly to assigned Leads.
Maintain professional standards.
Maintain applicable licenses.
Comply with all applicable agreements.
Cooperate with operational requirements.
Protect Reprosify’s reputation.

Failure to satisfy these responsibilities may result in suspension or termination of Exclusive Market rights.

48.14 No Circumvention

Customers shall not attempt to obtain multiple Exclusive Markets through:

Multiple Accounts.
Affiliated entities.
Family members.
Employees.
Nominees.
Shell companies.
Misrepresentation.
Fraudulent conduct.
Circumvention of eligibility requirements.
Other deceptive practices.

Reprosify may investigate such conduct and take appropriate action, including denial, suspension, reassignment, or termination of Exclusive Market participation.

48.15 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Territory Reservations.
Membership Plans.
Subscription Plans.
Existing Clients.
Lead Ownership.
Referral Coverage Period.
Referral Attribution.
Closing Fees.
Performance Fees.
Marketing Fees.
Pricing.
Automatic Renewals.
Cancellation Policy.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

48.16 Compliance with Applicable Law

Reprosify intends to administer Exclusive Market programs in accordance with applicable contract laws, competition laws, consumer protection laws, antitrust laws, real estate licensing laws, commercial transaction laws, privacy laws, and other applicable legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Chapter.

48.17 Survival

The provisions of this Chapter relating to payment obligations, confidentiality, intellectual property, dispute resolution, audit rights, enforcement, and any other provisions that by their nature should survive shall remain in effect following cancellation, suspension, expiration, termination, non-renewal, or completion of Services to the extent necessary to protect Reprosify’s contractual rights and administer obligations arising during the period of Exclusive Market participation.

48.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, reduce, combine, divide, suspend, replace, discontinue, or redesign its Exclusive Market programs, sponsorship models, geographic allocation methodologies, market eligibility requirements, pricing structures, technology platforms, lead routing systems, operational procedures, and business strategies with prospective effect.

Nothing contained in this Chapter shall be interpreted as granting perpetual exclusivity, ownership of any geographic area, ownership of consumers or Leads, or any rights beyond those expressly granted in a separately executed written agreement. Exclusive Market participation constitutes a limited contractual benefit subject to this Policy, the applicable agreement, and applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 49. Sponsored Territories

49.1 Purpose

This Chapter establishes the policies governing Sponsored Territories, market sponsorship programs, geographic sponsorships, Circle Sponsorships, ZIP Code Sponsorships, premium market participation, featured placement programs, preferred sponsor programs, co-sponsored markets, and all other sponsorship-based geographic offerings made available by Reprosify.

The purpose of this Chapter is to define the contractual rights, privileges, responsibilities, limitations, and payment obligations associated with Sponsored Territories while preserving Reprosify’s ownership of its platform, Leads, referrals, technology, branding, intellectual property, and market administration.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, sponsorship programs, referral programs, lead generation services, marketing services, and all current and future products and Services offered by Reprosify.

49.2 Definition of Sponsored Territory

A “Sponsored Territory” means a geographic area, market, service region, or designated location for which Reprosify grants enhanced promotional rights and participation benefits to an approved Sponsor in exchange for payment of applicable Sponsorship Fees and continued compliance with this Policy.

Sponsored Territories may be identified using one or more geographic methods, including:

ZIP Codes.
Postal Codes.
Cities.
Counties.
Municipalities.
Neighborhoods.
Communities.
School districts.
Geographic radii.
Market Circles.
Sponsor Circles.
Regions.
States or provinces.
Countries.
Custom service areas.
Other geographic designations established by Reprosify.

49.3 Sponsorship Rights

A Sponsored Territory grants only those rights expressly identified in the applicable Membership Agreement, Sponsorship Agreement, Enterprise Agreement, Order Form, Pricing Schedule, or other written agreement.

Depending upon the applicable program, Sponsorship benefits may include:

Featured profile placement.
Enhanced branding.
Priority directory placement.
Preferred lead routing.
Enhanced consumer visibility.
Geographic branding.
Marketing recognition.
Premium advertising placement.
Website exposure.
Platform recognition.
Sponsor badges.
Consumer trust indicators.
Priority participation in designated programs.
Other promotional benefits offered by Reprosify.

No additional rights shall be implied.

49.4 Sponsorship Does Not Convey Ownership

A Sponsored Territory does not constitute:

Ownership of the Territory.
Ownership of consumers.
Ownership of Leads.
Ownership of referrals.
Ownership of advertising inventory.
Ownership of search engine rankings.
Ownership of websites.
Ownership of Reprosify branding.
Ownership of intellectual property.
A franchise.
A real property interest.
A perpetual contractual right.
An unrestricted exclusive market.

All ownership rights remain exclusively with Reprosify unless expressly transferred in a separately executed written agreement.

49.5 Sponsorship Eligibility

Participation in a Sponsored Territory program may require satisfaction of eligibility requirements established by Reprosify, including:

Active Membership.
Good account standing.
Timely payment of applicable Fees.
Professional licensing, where applicable.
Compliance with Reprosify policies.
Compliance with applicable laws.
Market availability.
Operational capacity.
Other eligibility requirements established by Reprosify.

Eligibility may be reviewed at any time.

49.6 Sponsorship Fees

Sponsored Territories may require payment of one or more:

Sponsorship Fees.
Membership Fees.
Subscription Fees.
Marketing Fees.
Administrative Fees.
Performance Fees.
Renewal Fees.
Other applicable charges.

Unless expressly stated otherwise, Sponsorship Fees compensate Reprosify for premium participation rights and enhanced promotional opportunities and do not purchase ownership of any geographic area.

49.7 Duration of Sponsorship

Sponsored Territory rights remain effective only for the applicable Sponsorship Term identified in the governing agreement.

Unless otherwise expressly stated:

Sponsorship rights are temporary.
Sponsorship rights are subject to renewal.
Sponsorship rights expire automatically at the conclusion of the applicable Sponsorship Term unless renewed.
Continued participation requires compliance with this Policy.

Expiration of a Sponsorship Term does not create any continuing rights.

49.8 Renewal of Sponsored Territories

Sponsored Territories may be subject to Automatic Renewal or manual renewal in accordance with the applicable agreement.

Failure to renew, failure to maintain required Membership status, or failure to pay applicable Fees may result in immediate expiration of Sponsorship rights.

Reprosify is under no obligation to reserve an expired Sponsored Territory for the previous Sponsor.

49.9 Marketing Benefits

Sponsored Territory participation may include marketing benefits determined by Reprosify, including:

Featured listings.
Geographic branding.
Enhanced directory visibility.
Preferred search placement.
Featured profile pages.
Enhanced consumer exposure.
Marketing campaigns.
Sponsor recognition.
Promotional materials.
Digital advertising.
Future promotional benefits introduced by Reprosify.

The specific benefits applicable to a Sponsored Territory shall be determined by the governing agreement and may vary by Membership level or Sponsorship program.

49.10 No Guaranteed Results

Participation in a Sponsored Territory does not guarantee:

Lead volume.
Consumer inquiries.
Listings.
Appointments.
Live transfers.
Transactions.
Revenue.
Commissions.
Market share.
Search rankings.
Advertising performance.
Business growth.
Return on investment.
Consumer engagement.
Any specific commercial result.

Sponsorship Fees compensate Reprosify for providing promotional opportunities and program participation rather than guaranteed business outcomes.

49.11 Operational Administration

Reprosify retains sole discretion regarding:

Territory boundaries.
Sponsor eligibility.
Market assignments.
Lead routing.
Geographic coverage.
Consumer routing.
Marketing strategies.
Platform design.
Directory organization.
Branding standards.
Technology implementation.
Operational procedures.

Nothing in this Chapter limits Reprosify’s ability to administer its platform in a commercially reasonable manner.

49.12 Modification of Sponsored Territories

Reprosify may modify Sponsored Territories where reasonably necessary for legitimate business purposes, including:

Geographic expansion.
Geographic reduction.
Market consolidation.
Territory division.
ZIP Code changes.
Municipal boundary changes.
Technology improvements.
Consumer experience improvements.
Operational efficiency.
Regulatory compliance.
Business expansion.

Where commercially reasonable, Reprosify may provide advance notice of material modifications affecting active Sponsored Territories.

49.13 Loss of Sponsorship Rights

Sponsored Territory rights may terminate upon:

Cancellation.
Expiration.
Non-renewal.
Suspension.
Failure to pay applicable Fees.
Material breach of any agreement.
Loss of required professional licensing.
Fraudulent conduct.
Violation of Reprosify policies.
Other circumstances identified in the governing agreement.

Upon termination, Reprosify may immediately make the Sponsored Territory available to another qualified participant.

49.14 Existing Clients and Existing Programs

Nothing in this Chapter requires Reprosify to terminate, impair, or modify existing relationships with Customers whose participation predates the commencement of a Sponsored Territory.

Existing Clients may continue receiving Services in accordance with their applicable agreements.

Likewise, Reprosify may continue operating national, regional, enterprise, promotional, or strategic programs within Sponsored Territories unless expressly prohibited by a separately executed written agreement.

49.15 No Circumvention

Sponsors shall not attempt to obtain additional Sponsored Territories or sponsorship benefits through:

Multiple Accounts.
Affiliated entities.
Family members.
Employees.
Nominees.
Shell companies.
Misrepresentation.
Fraud.
Circumvention of eligibility requirements.
Other deceptive practices.

Reprosify may investigate such conduct and take appropriate action, including denial, suspension, reassignment, or termination of Sponsorship rights.

49.16 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Territory Reservations.
Exclusive Markets.
Membership Plans.
Subscription Plans.
Marketing Fees.
Performance Fees.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Closing Fees.
Pricing.
Automatic Renewals.
Cancellation Policy.
Existing Clients.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

49.17 Compliance with Applicable Law

Reprosify intends to administer Sponsored Territory programs in accordance with applicable contract laws, commercial laws, consumer protection laws, competition laws, advertising laws, real estate licensing laws, privacy laws, intellectual property laws, and other applicable legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Chapter.

49.18 Survival

The provisions of this Chapter relating to payment obligations, confidentiality, intellectual property, audit rights, dispute resolution, enforcement, and any other provisions that by their nature should survive shall remain in effect following cancellation, suspension, expiration, non-renewal, termination, or completion of Services to the extent necessary to administer Sponsorship obligations, collect outstanding Fees, enforce contractual rights, and resolve disputes.

49.19 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, reduce, suspend, replace, discontinue, rename, consolidate, divide, or redesign its Sponsored Territory programs, sponsorship models, pricing structures, eligibility requirements, geographic allocation methodologies, lead routing systems, marketing benefits, technology platforms, operational procedures, and business strategies at any time with prospective effect.

Nothing contained in this Chapter shall be interpreted as granting perpetual sponsorship rights, perpetual exclusivity, ownership of any geographic market, ownership of Leads, ownership of consumers, ownership of referrals, or any proprietary interest in Reprosify’s platform, databases, intellectual property, or business operations. Sponsored Territory participation constitutes a limited contractual license subject to this Policy, the applicable agreement, and applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 50. Sponsorship Fees

50.1 Purpose

This Chapter establishes the policies governing Sponsorship Fees applicable to Sponsored Territories, ZIP Code Sponsorships, Circle Sponsorships, Market Builder programs, Featured Realtor programs, Preferred Partner programs, geographic sponsorships, premium placement programs, co-branding opportunities, advertising sponsorships, strategic partnerships, and all other sponsorship-based products and Services offered by Reprosify.

The purpose of this Chapter is to establish a uniform framework governing the assessment, payment, renewal, administration, cancellation, and enforcement of Sponsorship Fees while protecting Reprosify’s investment in marketing, technology, platform development, territory administration, customer acquisition, and sponsorship infrastructure.

This Chapter applies to all current and future sponsorship programs offered by Reprosify unless otherwise expressly modified in a separately executed written agreement.

50.2 Definition of Sponsorship Fees

“Sponsorship Fees” mean any recurring or non-recurring fee charged by Reprosify in exchange for participation in a sponsorship program or for receiving sponsorship-related rights, promotional opportunities, geographic participation, premium placement, branding opportunities, or other sponsorship benefits.

Sponsorship Fees are independent of:

Membership Fees.
Subscription Fees.
Closing Fees.
Performance Fees.
Marketing Fees.
Administrative Fees.
Professional Service Fees.
Advertising expenditures.
Third-party media costs.
Taxes.
Other contractual payment obligations.

50.3 Sponsorship Programs

Sponsorship Fees may apply to programs including, without limitation:

Sponsored Territories.
ZIP Code Sponsorships.
Circle Sponsorships.
Sponsor Realtor Programs.
Market Builder Programs.
Featured Realtor Programs.
Preferred Partner Programs.
Featured Business Programs.
Community Sponsorships.
Neighborhood Sponsorships.
Luxury Market Sponsorships.
Builder Sponsorships.
Mortgage Partner Sponsorships.
Title Partner Sponsorships.
Insurance Partner Sponsorships.
Vendor Sponsorship Programs.
Enterprise Sponsorship Programs.
Future sponsorship offerings introduced by Reprosify.

The foregoing list is illustrative and not exhaustive.

50.4 Sponsorship Fees Become Earned

Sponsorship Fees become earned when Reprosify begins providing sponsorship-related benefits or reserves the applicable sponsorship opportunity for the Sponsor.

Such activities may include:

Reserving a Territory.
Reserving a geographic market.
Allocating marketing inventory.
Configuring sponsor placement.
Creating sponsor profiles.
Assigning premium positioning.
Configuring platform visibility.
Scheduling promotional campaigns.
Allocating operational resources.
Preparing branding materials.
Performing administrative setup.
Any other commercially reasonable activity associated with the sponsorship.

Once earned, Sponsorship Fees remain subject to the Refund Policy and No Refund Policy.

50.5 Reservation of Sponsorship Opportunities

Upon acceptance into a sponsorship program, Reprosify may reserve the applicable sponsorship opportunity exclusively for the Sponsor for the applicable Sponsorship Term.

Because reservation limits Reprosify’s ability to offer the same opportunity to other Customers, Sponsorship Fees compensate Reprosify in part for the reservation itself, regardless of the Sponsor’s actual use of the available benefits.

50.6 Payment Obligations

Sponsors agree to timely pay all applicable Sponsorship Fees in accordance with:

The applicable Membership Agreement.
Sponsorship Agreement.
Enterprise Agreement.
Order Form.
Pricing Schedule.
Invoice.
Customer Portal.
Other applicable written agreement.

Failure to receive an invoice does not eliminate payment obligations otherwise due under the governing agreement.

50.7 Automatic Renewal

Unless expressly stated otherwise in the applicable agreement, Sponsorship programs may automatically renew in accordance with the Automatic Renewals Chapter of this Policy.

Upon renewal:

Sponsorship Fees may be charged using the authorized Payment Method.
Updated pricing may apply where permitted by the applicable agreement and applicable law.
Sponsorship benefits may continue without interruption if payment is successfully processed.

50.8 Failure to Pay Sponsorship Fees

If Sponsorship Fees are not paid when due, Reprosify may, in its sole discretion:

Suspend sponsorship benefits.
Remove premium placement.
Suspend marketing activities.
Disable sponsorship recognition.
Release the Sponsored Territory.
Make the sponsorship available to another qualified participant.
Suspend related Services.
Pursue collection of outstanding amounts.
Exercise any other contractual or legal remedy.

Exercise of one remedy does not waive any other available remedy.

50.9 No Guaranteed Commercial Results

Sponsorship Fees compensate Reprosify for providing premium participation opportunities and sponsorship benefits.

Reprosify does not guarantee:

Lead volume.
Listing volume.
Appointment volume.
Live transfers.
Consumer inquiries.
Transactions.
Commissions.
Revenue.
Return on investment.
Search rankings.
Advertising performance.
Consumer engagement.
Business growth.
Any specific commercial outcome.

Business performance depends upon numerous factors outside Reprosify’s reasonable control.

50.10 Marketing Expenditures

Unless expressly stated otherwise in writing, Sponsorship Fees do not include third-party advertising expenditures, media purchases, paid search budgets, social media advertising budgets, print advertising costs, direct mail expenses, or other third-party marketing costs.

Where such expenditures are incurred on behalf of the Sponsor, they may be invoiced separately.

50.11 Cancellation of Sponsorship Programs

Cancellation of a Sponsorship Program shall be governed by the Cancellation Policy and any applicable Sponsorship Agreement.

Unless otherwise required by applicable law or expressly agreed in writing:

Sponsorship Fees already earned remain non-refundable.
Cancellation does not entitle the Sponsor to prorated refunds.
Sponsorship benefits may continue through the end of the paid Sponsorship Term where applicable.
Future renewals may be prevented if timely cancellation requirements are satisfied.

50.12 Reassignment Following Cancellation

Upon expiration, cancellation, suspension, or termination of a sponsorship, Reprosify may immediately:

Reassign the sponsorship.
Offer the opportunity to another Customer.
Convert the opportunity to another sponsorship model.
Combine or divide the sponsored market.
Reserve the opportunity for future business purposes.
Discontinue the sponsorship.

The former Sponsor shall have no continuing right to reclaim the sponsorship unless expressly approved in writing by Reprosify.

50.13 Sponsor Responsibilities

Sponsors agree to:

Maintain eligibility requirements.
Maintain current payment information.
Cooperate with reasonable administrative requests.
Maintain required licenses where applicable.
Comply with branding guidelines.
Comply with applicable agreements.
Protect the reputation of Reprosify.
Promptly notify Reprosify of material changes affecting sponsorship eligibility.

Failure to satisfy these responsibilities may result in suspension or termination of sponsorship benefits.

50.14 No Assignment

Unless expressly approved in writing by Reprosify, Sponsorship rights may not be:

Sold.
Assigned.
Licensed.
Transferred.
Pledged.
Shared.
Encumbered.
Subleased.
Conveyed to another entity.

Any unauthorized transfer shall be void and may result in immediate termination of sponsorship rights.

50.15 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Sponsored Territories.
Territory Reservations.
Exclusive Markets.
Membership Plans.
Subscription Plans.
Pricing.
Promotional Pricing.
Discounts.
Marketing Fees.
Performance Fees.
Payment Methods.
Authorization to Charge.
Automatic Renewals.
Cancellation Policy.
Refund Policy.
No Refund Policy.
Collection Rights.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

50.16 Compliance with Applicable Law

Reprosify intends to administer Sponsorship Fees in accordance with applicable contract laws, commercial transaction laws, advertising laws, consumer protection laws, payment processing laws, competition laws, tax laws, and other applicable legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Chapter.

50.17 Survival

The provisions of this Chapter relating to payment obligations, outstanding Sponsorship Fees, audit rights, confidentiality, intellectual property, dispute resolution, enforcement, collection, and any other provisions that by their nature should survive shall remain in effect following cancellation, suspension, expiration, termination, non-renewal, or completion of Services to the extent necessary to protect Reprosify’s contractual rights.

50.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, reduce, suspend, replace, discontinue, consolidate, rename, or redesign its sponsorship programs, Sponsorship Fee schedules, eligibility requirements, renewal procedures, pricing models, marketing benefits, technology platforms, operational practices, and administrative procedures at any time with prospective effect.

Nothing contained in this Chapter shall be interpreted as granting any Sponsor a perpetual right to sponsorship, preferential treatment beyond the applicable Sponsorship Term, ownership of any geographic market, ownership of Leads, ownership of consumers, ownership of advertising inventory, or ownership of any Reprosify intellectual property. Sponsorship rights are contractual, limited in scope, revocable in accordance with the applicable agreement, and subject to this Policy and applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 51. Market Reassignment

51.1 Purpose

This Chapter establishes the policies governing the reassignment, redistribution, reallocation, modification, suspension, replacement, consolidation, division, or termination of market assignments, Territory Reservations, Exclusive Markets, Sponsored Territories, geographic service areas, ZIP Code assignments, Circle Sponsorships, and all other geographic participation rights administered by Reprosify.

The purpose of this Chapter is to preserve Reprosify’s ability to efficiently administer its geographic network, maintain service quality, optimize lead distribution, respond to operational requirements, protect consumers, and support the continued growth of the Reprosify Platform.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, sponsorship programs, referral programs, lead distribution programs, and all current and future geographic participation programs offered by Reprosify.

51.2 Authority to Reassign Markets

Reprosify retains the exclusive right, in its sole but commercially reasonable discretion, to reassign, reallocate, redistribute, divide, consolidate, expand, reduce, suspend, release, replace, or otherwise modify any Market Assignment whenever reasonably necessary for business, operational, legal, technical, consumer protection, or strategic purposes.

No Customer acquires a permanent or irrevocable right to any Market Assignment.

51.3 Events That May Result in Market Reassignment

Without limiting Reprosify’s rights under any other agreement, a Market Assignment may be reassigned upon the occurrence of one or more of the following:

Cancellation of Membership.
Expiration of Membership.
Non-renewal.
Suspension.
Failure to pay applicable Fees.
Chargebacks.
Returned ACH payments.
Material breach of any agreement.
Loss or suspension of professional licensing.
Failure to maintain eligibility requirements.
Failure to satisfy onboarding requirements.
Failure to maintain required insurance where applicable.
Failure to comply with program standards.
Failure to respond to assigned Leads within required timeframes.
Repeated consumer complaints.
Fraudulent conduct.
Misrepresentation.
Abuse of the Platform.
Operational restructuring.
Geographic optimization.
Technology upgrades.
Regulatory requirements.
Market demand.
Consumer protection considerations.
Force Majeure events.
Any other commercially reasonable business justification.

51.4 Voluntary Relinquishment

A Customer may voluntarily relinquish a Market Assignment by:

Cancelling the applicable Membership or Sponsorship.
Providing written notice to Reprosify.
Requesting reassignment.
Failing to renew the applicable program.
Accepting another Market Assignment.
Entering into another agreement that replaces the existing assignment.

Once relinquished, the Market may immediately become available for reassignment.

51.5 Automatic Release Upon Termination

Unless otherwise expressly provided in a separately executed written agreement, any Market Assignment automatically terminates upon the effective date of:

Cancellation.
Suspension.
Expiration.
Non-renewal.
Termination.
Revocation of participation rights.

Upon termination, Reprosify may immediately:

Reassign the Market.
Offer the Market to another Customer.
Convert the Market to a shared program.
Reserve the Market for future use.
Modify geographic boundaries.
Combine the Market with another Territory.
Divide the Market into multiple Territories.
Temporarily suspend the Market.
Permanently discontinue the Market.

No further notice shall be required unless otherwise required by applicable law.

51.6 No Right of First Refusal

Unless expressly granted in a separately executed written agreement, former Customers shall not possess:

A right of first refusal.
A right of first offer.
A priority renewal right.
A preferential waiting list position.
A guaranteed reinstatement right.
Any continuing priority regarding a previously assigned Market.

Any future assignment shall be determined solely by Reprosify.

51.7 Waiting Lists

Reprosify may establish waiting lists for Markets that are:

Fully reserved.
Sponsored.
Exclusive.
Temporarily unavailable.
Under review.
Pending reassignment.

Placement on a waiting list does not guarantee future assignment.

Waiting list priority may be determined using criteria established by Reprosify, including operational needs, eligibility, Membership status, application date, business qualifications, geographic coverage, or other commercially reasonable factors.

51.8 Market Modifications

Reprosify may modify Market boundaries before or after reassignment.

Modifications may include:

Expanding Markets.
Reducing Markets.
Combining Markets.
Dividing Markets.
Changing ZIP Code coverage.
Updating municipal boundaries.
Revising geographic radii.
Creating new Markets.
Eliminating Markets.
Renaming Markets.
Implementing new geographic structures.

Such modifications shall not constitute a breach of this Policy.

51.9 Operational Considerations

Market Reassignment decisions may consider factors including:

Consumer demand.
Lead volume.
Geographic coverage.
Customer responsiveness.
Platform capacity.
Service quality.
Operational efficiency.
Staffing.
Technology capabilities.
Customer satisfaction.
Compliance history.
Performance metrics.
Strategic expansion.
Business continuity.
Other commercially reasonable considerations.

Reprosify is not required to disclose its internal evaluation methodology.

51.10 Customer Performance

Where participation standards apply, Reprosify may consider:

Lead response times.
Consumer engagement.
Communication quality.
Professional conduct.
Transaction reporting.
Compliance with agreements.
Timely payment of Fees.
Account standing.
Platform participation.
Customer satisfaction.
Quality assurance findings.
Other objective or commercially reasonable performance indicators.

Performance evaluations are intended to maintain platform quality and consumer confidence.

51.11 Existing Leads and Protected Referrals

Market Reassignment does not affect Reprosify’s rights concerning:

Existing Referrals.
Protected Referrals.
Referral Attribution.
Referral Coverage Period.
Lead Ownership.
Closing Fees.
Performance Fees.
Outstanding payment obligations.

Transactions arising from Leads assigned before Market Reassignment shall continue to be governed by the applicable provisions of this Policy and any governing agreement.

51.12 No Compensation for Reassignment

Unless expressly required by applicable law or a separately executed written agreement, Customers shall not be entitled to compensation, damages, reimbursement, lost profits, goodwill payments, or other monetary recovery solely because a Market Assignment has been modified, reassigned, released, consolidated, divided, suspended, or terminated in accordance with this Policy.

Nothing in this Section limits rights that cannot legally be waived.

51.13 Reapplication

Former Customers whose Market Assignments have ended may submit a new application for future participation.

Approval is subject to:

Market availability.
Current eligibility requirements.
Then-current pricing.
Updated agreements.
Operational capacity.
Compliance review.
Other requirements established by Reprosify.

Submission of a new application does not guarantee approval.

51.14 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Territory Reservations.
Exclusive Markets.
Sponsored Territories.
Sponsorship Fees.
Membership Plans.
Subscription Plans.
Existing Clients.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Closing Fees.
Performance Fees.
Automatic Renewals.
Cancellation Policy.
Collection Rights.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

51.15 Compliance with Applicable Law

Reprosify intends to administer Market Reassignment in accordance with applicable contract laws, commercial laws, competition laws, consumer protection laws, real estate licensing laws, privacy laws, and other mandatory legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Chapter.

51.16 Survival

The provisions of this Chapter relating to payment obligations, confidentiality, intellectual property, audit rights, dispute resolution, enforcement, Lead Ownership, Referral Attribution, Referral Coverage Period, Closing Fees, Performance Fees, and any other provisions that by their nature should survive shall remain in effect following cancellation, suspension, expiration, termination, non-renewal, or completion of Services to the extent necessary to protect Reprosify’s contractual rights and administer obligations arising before or after Market Reassignment.

51.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, reduce, suspend, replace, consolidate, divide, redesign, discontinue, or otherwise manage its Market Assignment programs, Territory Reservation systems, Exclusive Market offerings, Sponsored Territory programs, geographic allocation methodologies, lead routing algorithms, eligibility standards, performance requirements, operational procedures, pricing structures, and strategic business initiatives with prospective effect.

Nothing contained in this Chapter shall be interpreted as granting any Customer a perpetual right to a Market Assignment, Territory Reservation, Exclusive Market, Sponsored Territory, geographic service area, or any other participation right beyond the applicable contractual term. All Market Assignments constitute limited, revocable contractual licenses administered by Reprosify and remain subject to this Policy, any applicable agreement, and applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 52. Service Suspension

52.1 Purpose

This Chapter establishes the policies governing the temporary suspension, restriction, limitation, interruption, or temporary disabling of Memberships, Subscription Plans, Enterprise Services, Custom Services, software access, CRM platforms, lead generation services, referral programs, marketing services, sponsored programs, geographic participation rights, customer portals, and all other products and Services offered by Reprosify.

The purpose of this Chapter is to allow Reprosify to temporarily suspend Services where reasonably necessary to protect Customers, consumers, business operations, platform integrity, security, legal compliance, financial interests, intellectual property, and the overall quality of the Reprosify Platform.

This Chapter applies to all current and future products, Services, Memberships, Subscriptions, Enterprise Agreements, sponsorship programs, referral programs, software platforms, and commercial offerings provided by Reprosify.

52.2 Authority to Suspend Services

To the fullest extent permitted by applicable law, Reprosify reserves the right to temporarily suspend, restrict, limit, disable, or interrupt any Service, Account, Membership, Subscription, Territory Reservation, Sponsored Territory, Exclusive Market, software feature, or other participation right whenever Reprosify reasonably determines that suspension is appropriate.

Service Suspension is intended to be an administrative or operational measure and shall not, by itself, constitute termination of the contractual relationship.

52.3 Grounds for Suspension

Reprosify may suspend Services for reasons including, without limitation:

Failure to pay applicable Fees.
Failed payment processing.
Returned ACH transactions.
Chargebacks.
Payment disputes.
Fraud or suspected fraud.
Identity verification issues.
Security concerns.
Unauthorized account access.
Violation of this Policy.
Violation of any applicable agreement.
Violation of applicable law.
Misuse of the Platform.
Abuse of Leads.
Consumer complaints.
Professional misconduct.
Failure to maintain required licensing.
Failure to maintain required insurance where applicable.
False or misleading information.
Excessive support abuse.
Harassment of employees or consumers.
Spam or prohibited communications.
Intellectual property infringement.
Confidentiality breaches.
Regulatory investigations.
Government requests.
Cybersecurity incidents.
Technical maintenance.
Platform upgrades.
Force Majeure events.
Any other commercially reasonable business or operational justification.

52.4 Temporary Nature of Suspension

Unless otherwise determined by Reprosify, Service Suspension is intended to be temporary.

During the suspension period, Reprosify may investigate the circumstances giving rise to the suspension, request additional information, verify compliance, or provide the Customer with an opportunity to remedy the issue where appropriate.

Nothing in this Chapter obligates Reprosify to restore suspended Services.

52.5 Suspension Does Not Constitute Cancellation

Service Suspension does not:

Cancel the Membership.
Cancel the Subscription.
Terminate the Agreement.
Eliminate payment obligations.
Eliminate Renewal obligations.
Eliminate Closing Fee obligations.
Eliminate Performance Fee obligations.
Transfer ownership of Leads.
Transfer Territory rights.
Constitute acceptance of a cancellation request.
Waive any contractual rights of Reprosify.

Cancellation shall occur only in accordance with the applicable Cancellation Policy.

52.6 Billing During Suspension

Unless otherwise expressly provided in a separately executed written agreement or required by applicable law, recurring Membership Fees, Subscription Fees, Sponsorship Fees, Marketing Fees, Administrative Fees, and other contractual charges may continue during a period of Service Suspension if the underlying agreement remains in effect.

Customers remain responsible for all Fees that accrue before the effective date of cancellation or termination.

52.7 Suspension of Specific Services

Rather than suspending an entire Account, Reprosify may suspend individual Services, including:

Lead delivery.
Live Transfers.
Appointment scheduling.
CRM access.
AI features.
Marketing campaigns.
Sponsored Territory benefits.
Exclusive Market participation.
Website hosting.
Platform integrations.
API access.
Reporting dashboards.
Administrative privileges.
Premium features.
Other individual products or Services.

Partial suspension does not constitute cancellation of the remaining Services.

52.8 Customer Responsibilities During Suspension

During a period of suspension, Customers remain responsible for:

Maintaining accurate account information.
Cooperating with investigations.
Providing requested documentation.
Paying outstanding balances.
Maintaining required licenses.
Maintaining required insurance where applicable.
Complying with applicable agreements.
Responding to reasonable communications from Reprosify.

Failure to cooperate may result in continued suspension or termination.

52.9 Reinstatement Following Suspension

Following suspension, Reprosify may, in its sole but commercially reasonable discretion, reinstate all or part of the suspended Services after determining that the reasons for suspension have been satisfactorily resolved.

Reinstatement may require:

Payment of outstanding balances.
Updated payment information.
Identity verification.
Execution of updated agreements.
Completion of onboarding requirements.
Administrative review.
Compliance verification.
Payment of applicable reinstatement or administrative Fees, if disclosed in advance and permitted by applicable law.

Reinstatement is not guaranteed.

52.10 Market and Territory Rights During Suspension

During suspension, Reprosify may temporarily:

Suspend Territory Reservations.
Suspend Sponsored Territory benefits.
Suspend Exclusive Market benefits.
Suspend Lead routing.
Suspend geographic priority.
Suspend promotional visibility.
Suspend marketing campaigns.

Unless the applicable agreement is terminated, Reprosify may elect to preserve or release such rights based upon operational requirements and the circumstances giving rise to the suspension.

52.11 Existing Referrals

Service Suspension does not affect:

Referral Attribution.
Referral Coverage Period.
Lead Ownership.
Closing Fee obligations.
Performance Fee obligations.
Existing payment obligations.
Confidentiality obligations.
Intellectual property rights.
Other provisions that survive suspension.

Transactions involving existing Referrals remain governed by the applicable provisions of this Policy.

52.12 Administrative Access

During suspension, Reprosify may restrict access to:

Customer dashboards.
Billing systems.
Reporting systems.
CRM records.
Marketing tools.
Administrative controls.
User management.
Integrations.
APIs.
Software features.
Other platform resources.

Reprosify may preserve internal records necessary for legal, operational, accounting, security, or compliance purposes.

52.13 No Liability for Lawful Suspension

To the fullest extent permitted by applicable law, Reprosify shall not be liable for indirect, incidental, consequential, special, exemplary, or lost profit damages arising solely from a lawful Service Suspension implemented in accordance with this Policy or applicable agreements.

Nothing in this Section limits liability that cannot lawfully be excluded or limited.

52.14 No Waiver

A decision by Reprosify to suspend rather than terminate Services, or to reinstate Services after suspension, shall not:

Waive any contractual rights.
Prevent future suspension.
Prevent future termination.
Modify this Policy.
Establish a course of dealing.
Require similar treatment for future matters.

Any waiver or exception must be expressly approved in writing by an authorized representative of Reprosify.

52.15 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Payment Methods.
Failed Payments.
ACH Returns.
Chargebacks.
Collection Rights.
Administrative Fees.
Cancellation Policy.
Effective Date of Cancellation.
Territory Reservations.
Exclusive Markets.
Sponsored Territories.
Sponsorship Fees.
Market Reassignment.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Closing Fees.
Performance Fees.
Existing Clients.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

52.16 Compliance with Applicable Law

Reprosify intends to administer Service Suspensions in accordance with applicable contract laws, consumer protection laws, commercial transaction laws, electronic commerce laws, payment processing regulations, privacy laws, cybersecurity requirements, real estate licensing laws, and other mandatory legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Chapter.

52.17 Survival

The provisions of this Chapter relating to payment obligations, confidentiality, intellectual property, audit rights, dispute resolution, enforcement, collection, Lead Ownership, Referral Attribution, Referral Coverage Period, Closing Fees, Performance Fees, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, non-renewal, or completion of Services to the extent necessary to protect Reprosify’s contractual rights and administer obligations arising before, during, or after the period of suspension.

52.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, restore, or discontinue any Service, feature, Membership, Subscription, sponsorship program, Territory Reservation, Exclusive Market, software platform, technology, operational process, or administrative procedure whenever reasonably necessary to protect the integrity of its business, customers, consumers, or Platform.

Nothing contained in this Chapter shall be interpreted as requiring Reprosify to continue providing Services where suspension is reasonably necessary to protect legal, operational, financial, security, or commercial interests. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 53. Termination by Customer

53.1 Purpose

This Chapter establishes the policies governing the voluntary termination of Memberships, Subscription Plans, Enterprise Services, Custom Services, sponsorship programs, software licenses, digital products, marketing services, referral programs, lead generation services, geographic participation rights, and all other products and Services offered by Reprosify when initiated by the Customer.

The purpose of this Chapter is to define the legal effect of Customer-initiated termination, establish the continuing obligations that survive termination, protect Reprosify’s contractual rights, and provide an orderly process for ending the contractual relationship while preserving obligations that accrued before termination.

This Chapter applies to all current and future agreements, Memberships, Subscriptions, Enterprise Services, sponsorship programs, and commercial relationships with Reprosify unless expressly modified by a separately executed written agreement.

53.2 Right to Terminate

Subject to this Policy, the applicable agreement, and applicable law, a Customer may voluntarily terminate all or part of the contractual relationship with Reprosify.

Termination shall become effective only in accordance with:

The Cancellation Policy.
The Effective Date of Cancellation provisions.
Any applicable notice requirements.
The governing Membership Agreement.
The governing Subscription Agreement.
The governing Enterprise Agreement.
Any other applicable written agreement.

Submission of a termination request does not itself terminate the contractual relationship.

53.3 Method of Termination

Unless otherwise expressly authorized by Reprosify or required by applicable law, Customers seeking to terminate Services shall comply with the procedures established in:

The Cancellation Policy.
The Cancellation Form Requirements.
Any applicable Enterprise Agreement.
Other written instructions issued by Reprosify.

Failure to comply with the required procedures may delay the effective date of termination.

53.4 Effective Date of Termination

Termination becomes effective only upon the applicable effective date determined in accordance with this Policy.

Until that date:

Services may continue.
Billing obligations may continue.
Automatic Renewals may remain applicable where timely notice has not been provided.
Payment obligations remain enforceable.
Customers remain bound by all applicable agreements.

53.5 Effect of Termination

Upon the effective date of termination, Reprosify may, without further notice and subject to applicable law:

Terminate access to the Platform.
Disable software access.
Terminate Membership benefits.
Terminate Subscription benefits.
Disable customer portals.
Terminate CRM access.
Disable administrative privileges.
Terminate marketing services.
Suspend or discontinue integrations.
Release Territory Reservations.
Release Exclusive Markets.
Release Sponsored Territories.
Terminate sponsorship benefits.
Commence account archival procedures.
Exercise any other contractual rights available under this Policy.

53.6 No Release of Accrued Obligations

Termination does not release the Customer from obligations that accrued before the effective termination date.

Such obligations include, without limitation:

Outstanding invoices.
Membership Fees.
Subscription Fees.
Marketing Fees.
Sponsorship Fees.
Administrative Fees.
Performance Fees.
Closing Fees.
Taxes.
Government assessments.
Collection costs where permitted by applicable law.
Other accrued contractual obligations.

All accrued obligations remain immediately enforceable.

53.7 Existing Referrals

Termination does not affect:

Referral Attribution.
Referral Coverage Period.
Lead Ownership.
Existing Referrals.
Protected Referrals.
Closing Fee obligations.
Performance Fee obligations.
Reporting obligations.
Audit rights.

Transactions arising from Referrals generated before termination shall continue to be governed by this Policy and any applicable agreement.

53.8 Existing Transactions

Termination shall not affect transactions that were:

Pending.
In negotiation.
Under contract.
In escrow.
Awaiting settlement.
Awaiting funding.
Awaiting commission payment.
Otherwise in progress before termination.

Such transactions remain subject to all applicable contractual payment obligations.

53.9 No Retroactive Effect

Termination operates prospectively only.

Unless expressly required by applicable law or approved in writing by an authorized representative of Reprosify, termination shall not:

Reverse previously provided Services.
Cancel earned Fees.
Eliminate previously accrued payment obligations.
Reverse completed billing cycles.
Reverse completed renewals.
Create refund rights.
Create credit rights.
Eliminate surviving contractual obligations.

53.10 Customer Responsibilities Following Termination

Following termination, the Customer remains responsible for:

Paying all outstanding balances.
Cooperating with reasonable audit requests.
Complying with confidentiality obligations.
Respecting Reprosify’s intellectual property rights.
Reporting qualifying Closing Events.
Reporting qualifying Performance Events.
Maintaining compliance with surviving contractual provisions.
Returning Reprosify property where applicable.
Satisfying any other obligations that survive termination.

53.11 Data Access Following Termination

Following termination, Customer access to data, reports, dashboards, call recordings, CRM information, analytics, documents, and other account information may be limited or discontinued.

Customers are responsible for exporting or retrieving any information they wish to retain before the effective termination date.

Reprosify may retain, archive, or permanently delete Customer information in accordance with its record retention policies, Privacy Policy, applicable agreements, and applicable law.

53.12 Reapplication

Following termination, a former Customer may apply for future participation in Reprosify programs.

Approval shall be subject to:

Market availability.
Eligibility requirements.
Current pricing.
Updated agreements.
Compliance review.
Payment history.
Operational capacity.
Other commercially reasonable criteria established by Reprosify.

Previous participation does not guarantee future acceptance.

53.13 No Compensation for Termination

Unless expressly required by applicable law or a separately executed written agreement, Customers shall not be entitled to compensation, reimbursement, damages, lost profits, goodwill payments, or other recovery solely because they voluntarily terminated their Membership, Subscription, sponsorship, Territory Reservation, Exclusive Market participation, Sponsored Territory, or other contractual relationship with Reprosify.

Nothing in this Section limits rights that cannot legally be waived.

53.14 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Cancellation Policy.
Cancellation Form Requirements.
Processing Times.
Effective Date of Cancellation.
Pending Transactions.
Existing Clients.
Referral Coverage Period.
Lead Ownership.
Referral Attribution.
Closing Fees.
Marketing Fees.
Performance Fees.
Territory Reservations.
Exclusive Markets.
Sponsored Territories.
Sponsorship Fees.
Market Reassignment.
Service Suspension.
Collection Rights.
Refund Policy.
No Refund Policy.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

53.15 Compliance with Applicable Law

Reprosify intends to administer Customer-initiated terminations in accordance with applicable contract laws, consumer protection laws, commercial transaction laws, electronic commerce laws, payment processing regulations, privacy laws, data protection laws, and other mandatory legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Chapter.

53.16 Survival

The following provisions shall survive Customer termination to the fullest extent permitted by applicable law:

Payment obligations.
Outstanding invoices.
Referral Coverage Period.
Referral Attribution.
Lead Ownership.
Closing Fees.
Performance Fees.
Marketing Fees already earned.
Sponsorship Fees already earned.
Confidentiality obligations.
Intellectual property protections.
Audit rights.
Record retention provisions.
Collection Rights.
Dispute resolution provisions.
Limitation of liability provisions.
Indemnification obligations.
Governing law and venue provisions.
Any other provisions that by their nature are intended to survive termination.

53.17 No Waiver

Reprosify’s acceptance of a termination request, continued assistance during offboarding, acceptance of partial performance, delayed enforcement of contractual rights, or provision of transitional support shall not:

Waive any contractual right.
Modify this Policy.
Release accrued obligations.
Create a continuing course of dealing.
Prevent future enforcement of this Policy.
Constitute acceptance of any Customer interpretation of the agreement.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

53.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, or revise its termination procedures, offboarding processes, account closure requirements, administrative workflows, documentation standards, data retention practices, reinstatement requirements, and operational procedures at any time with prospective effect.

Nothing contained in this Chapter shall be interpreted as releasing the Customer from any obligation that accrued before the effective termination date or from any obligation that expressly survives termination under this Policy, any applicable agreement, or applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 54. Termination by Reprosify

54.1 Purpose

This Chapter establishes the policies governing the termination of Memberships, Subscription Plans, Enterprise Services, Custom Services, software licenses, marketing services, lead generation programs, referral programs, sponsorship programs, Territory Reservations, Exclusive Markets, Sponsored Territories, customer accounts, platform access, and all other products and Services offered by Reprosify when termination is initiated by Reprosify.

The purpose of this Chapter is to preserve Reprosify’s ability to protect its business operations, Customers, consumers, employees, contractors, technology, intellectual property, financial interests, legal compliance, and platform integrity while establishing clear rules governing the legal consequences of Company-initiated termination.

This Chapter applies to all current and future commercial relationships with Reprosify unless expressly modified by a separately executed written agreement.

54.2 Right to Terminate

To the fullest extent permitted by applicable law, Reprosify reserves the right to terminate any Membership, Subscription, Service, Account, sponsorship, Territory Reservation, Exclusive Market, software license, or other contractual relationship whenever termination is reasonably necessary to protect Reprosify’s legitimate business, operational, legal, financial, security, or commercial interests.

Termination may apply to:

An individual Service.
Multiple Services.
A Membership.
A Subscription.
A Customer Account.
A Territory Reservation.
A Sponsored Territory.
An Exclusive Market.
An Enterprise relationship.
Any combination of the foregoing.

Termination may be immediate or may become effective upon notice, depending upon the circumstances and applicable law.

54.3 Grounds for Termination

Without limiting any other contractual or legal rights available to Reprosify, termination may occur for reasons including, without limitation:

Failure to pay Fees.
Repeated failed payments.
Returned ACH transactions.
Chargebacks.
Fraud or suspected fraud.
Identity theft.
Unauthorized account access.
Material breach of this Policy.
Material breach of any agreement.
Repeated violations of Reprosify policies.
Violation of applicable law.
Misrepresentation.
False information.
Abuse of Leads.
Abuse of consumers.
Harassment of employees, contractors, consumers, or other Customers.
Professional misconduct.
Loss, suspension, expiration, or revocation of required professional licenses.
Loss of required insurance where applicable.
Intellectual property infringement.
Unauthorized disclosure of confidential information.
Reverse engineering of the Platform.
Unauthorized resale of Services.
Circumvention of Reprosify’s business model.
Attempts to avoid Closing Fees or Performance Fees.
Manipulation of Referral Attribution.
Unauthorized transfer of Territory rights.
Security threats.
Cybersecurity incidents.
Government investigations.
Court orders.
Regulatory requirements.
Insolvency, bankruptcy, receivership, or similar financial proceedings where permitted by applicable law.
Force Majeure events making continued performance impracticable.
Any other commercially reasonable business justification.

54.4 Immediate Termination

Where reasonably necessary to protect Reprosify, its Customers, consumers, employees, contractors, technology, intellectual property, or legal rights, Reprosify may terminate Services immediately without prior notice where permitted by applicable law.

Examples include:

Fraud.
Criminal conduct.
Security threats.
Data breaches.
Unauthorized access.
Intellectual property theft.
Consumer harm.
Serious policy violations.
Regulatory orders.
Court orders.
Other emergency circumstances.

Nothing in this Section limits any notice required by mandatory applicable law.

54.5 Termination Following Suspension

Reprosify may elect to terminate Services following a period of Service Suspension if:

The underlying issue is not resolved.
The Customer fails to cooperate.
Payment defaults remain unresolved.
Compliance deficiencies continue.
Continued participation is no longer appropriate.
Other commercially reasonable grounds exist.

Service Suspension does not obligate Reprosify to restore Services before termination.

54.6 Effect of Termination

Upon the effective date of termination, Reprosify may, without further notice and subject to applicable law:

Disable Platform access.
Disable CRM access.
Disable software licenses.
Terminate Membership benefits.
Terminate Subscription benefits.
Remove administrative privileges.
Disable APIs and integrations.
Remove marketing campaigns.
Terminate lead delivery.
Release Territory Reservations.
Release Sponsored Territories.
Release Exclusive Markets.
Remove premium placement.
Disable customer portals.
Archive or close Accounts.
Exercise any other contractual rights available under this Policy.

54.7 No Release of Accrued Obligations

Termination by Reprosify does not eliminate obligations that accrued before the effective termination date.

Customers remain responsible for:

Outstanding Membership Fees.
Subscription Fees.
Marketing Fees.
Sponsorship Fees.
Administrative Fees.
Performance Fees.
Closing Fees.
Taxes.
Government assessments.
Collection costs where permitted by applicable law.
Other accrued contractual obligations.

Termination shall not create any automatic right to a refund unless expressly required by applicable law or a separately executed written agreement.

54.8 Existing Referrals

Termination shall not affect:

Referral Coverage Period.
Referral Attribution.
Lead Ownership.
Existing Referrals.
Protected Referrals.
Closing Fee obligations.
Performance Fee obligations.
Audit rights.
Reporting obligations.

Transactions arising from Referrals generated before termination shall continue to be governed by this Policy.

54.9 Existing Transactions

Termination shall not affect transactions that were:

Pending.
Under negotiation.
Under contract.
In escrow.
Awaiting funding.
Awaiting settlement.
Awaiting commission payment.
Otherwise substantially underway before termination.

Applicable payment obligations relating to such transactions remain enforceable.

54.10 Customer Data Following Termination

Following termination, Reprosify may:

Restrict Account access.
Disable Customer dashboards.
Remove administrative access.
Archive records.
Retain records.
Delete records following applicable retention periods.
Preserve records for legal, accounting, auditing, regulatory, fraud prevention, dispute resolution, or operational purposes.

Customers remain responsible for downloading any information they wish to retain before termination becomes effective where such access is available.

54.11 Reapplication Following Termination

Customers whose Services have been terminated may request future participation in Reprosify programs.

Approval shall be solely at Reprosify’s discretion and may require:

A new application.
Updated agreements.
Identity verification.
Compliance review.
Payment of outstanding balances.
Updated pricing.
New onboarding.
Other commercially reasonable requirements.

Termination does not create any right to reinstatement.

54.12 No Liability for Lawful Termination

To the fullest extent permitted by applicable law, Reprosify shall not be liable for indirect, incidental, consequential, special, exemplary, punitive, or lost profit damages arising solely from a lawful termination implemented in accordance with this Policy or applicable agreements.

Nothing in this Section excludes liability that cannot lawfully be excluded or limited.

54.13 No Compensation

Unless expressly required by applicable law or a separately executed written agreement, Customers shall not be entitled to compensation, reimbursement, lost profits, goodwill, expectation damages, or other monetary recovery solely because Reprosify lawfully terminated a Membership, Subscription, sponsorship, Territory Reservation, Exclusive Market, Customer Account, or other Service in accordance with this Policy.

Nothing in this Section limits rights that cannot legally be waived.

54.14 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Service Suspension.
Cancellation Policy.
Effective Date of Cancellation.
Pending Transactions.
Collection Rights.
Failed Payments.
ACH Returns.
Chargebacks.
Territory Reservations.
Exclusive Markets.
Sponsored Territories.
Sponsorship Fees.
Market Reassignment.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Closing Fees.
Marketing Fees.
Performance Fees.
Existing Clients.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

54.15 Compliance with Applicable Law

Reprosify intends to administer Company-initiated terminations in accordance with applicable contract laws, consumer protection laws, commercial transaction laws, electronic commerce laws, privacy laws, data protection laws, payment processing regulations, real estate licensing laws, and other mandatory legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Chapter.

54.16 Survival

The following provisions shall survive termination by Reprosify to the fullest extent permitted by applicable law:

Payment obligations.
Outstanding invoices.
Referral Coverage Period.
Referral Attribution.
Lead Ownership.
Closing Fees.
Performance Fees.
Marketing Fees already earned.
Sponsorship Fees already earned.
Confidentiality obligations.
Intellectual property protections.
Audit rights.
Record retention provisions.
Collection Rights.
Dispute resolution provisions.
Limitation of liability provisions.
Indemnification obligations.
Governing law and venue provisions.
Any other provisions that by their nature are intended to survive termination.

54.17 No Waiver

Reprosify’s decision to delay termination, issue warnings, suspend Services before termination, negotiate corrective action, accept late payments, or provide additional opportunities for compliance shall not:

Waive any contractual rights.
Modify this Policy.
Prevent future termination.
Create a continuing course of dealing.
Require Reprosify to provide similar accommodations in future situations.
Limit any other remedy available under this Policy or applicable law.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

54.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, revise, or discontinue its termination procedures, compliance standards, eligibility requirements, offboarding processes, account closure practices, operational workflows, technology platforms, and administrative procedures at any time with prospective effect.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s contractual or legal right to terminate Services when reasonably necessary to protect its business, Customers, consumers, employees, contractors, technology, intellectual property, financial interests, or legal obligations. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 55. Immediate Termination

55.1 Purpose

This Chapter establishes the policies governing the immediate termination of Memberships, Subscription Plans, Enterprise Services, Custom Services, software licenses, marketing services, lead generation programs, referral programs, sponsorship programs, Territory Reservations, Exclusive Markets, Sponsored Territories, customer accounts, platform access, and all other products and Services offered by Reprosify.

The purpose of this Chapter is to allow Reprosify to immediately terminate Services where reasonably necessary to protect its Customers, consumers, employees, contractors, technology, intellectual property, financial interests, legal obligations, operational integrity, and business reputation.

This Chapter applies to all current and future products, Services, Memberships, Subscriptions, Enterprise Agreements, sponsorship programs, and commercial relationships with Reprosify.

55.2 Right of Immediate Termination

To the fullest extent permitted by applicable law, Reprosify may immediately terminate all or part of a Customer’s contractual relationship without further performance where Reprosify reasonably determines that immediate action is necessary to protect legitimate business, operational, legal, financial, security, or consumer interests.

Immediate termination may occur with or without prior notice where permitted by applicable law.

Nothing in this Chapter limits any notice or procedural protections that cannot legally be waived.

55.3 Grounds for Immediate Termination

Immediate termination may occur upon the occurrence or reasonable belief of one or more of the following circumstances:

Fraud.
Attempted fraud.
Identity theft.
Identity misrepresentation.
Unauthorized account access.
Account compromise.
Cybersecurity threats.
Malware distribution.
Unauthorized use of software.
Unauthorized access to confidential information.
Theft or attempted theft of intellectual property.
Reverse engineering of the Platform.
Unauthorized resale of Services.
Unauthorized resale of Leads.
Unauthorized transfer of Territory rights.
Deliberate circumvention of Closing Fees.
Deliberate circumvention of Performance Fees.
Deliberate circumvention of Referral Attribution.
Deliberate circumvention of Lead Ownership provisions.
Material breach of this Policy.
Material breach of any applicable agreement.
Criminal conduct materially affecting the contractual relationship.
Regulatory orders.
Court orders.
Government directives.
Violation of applicable law.
Harassment, threats, discrimination, or abusive conduct directed toward employees, contractors, consumers, partners, or other Customers.
Submission of materially false information.
Misrepresentation of professional licensing.
Loss, suspension, revocation, or expiration of required professional licensing where such licensing is essential to participation.
Serious consumer protection concerns.
Repeated abuse of the Platform.
Activity reasonably believed to expose Reprosify to significant legal, regulatory, financial, reputational, or operational risk.
Any other extraordinary circumstance where continued Services would reasonably jeopardize Reprosify or others.

55.4 Emergency Protective Action

Where immediate action is reasonably necessary, Reprosify may immediately:

Disable Account access.
Disable software access.
Disable CRM access.
Suspend or terminate API access.
Disable integrations.
Stop Lead delivery.
Cancel pending Lead assignments.
Remove marketing campaigns.
Release Territory Reservations.
Release Sponsored Territories.
Release Exclusive Markets.
Disable administrative privileges.
Restrict Customer communications through the Platform.
Preserve system logs.
Preserve audit records.
Secure Customer information where appropriate.
Take other commercially reasonable protective measures.

Such actions may occur before completion of any internal investigation where reasonably necessary to prevent ongoing harm.

55.5 Investigation Following Immediate Termination

Following Immediate Termination, Reprosify may conduct an internal review or investigation to determine:

The nature of the underlying events.
Compliance with applicable agreements.
Financial implications.
Consumer impact.
Security implications.
Legal obligations.
Appropriate enforcement measures.
Other relevant considerations.

Nothing in this Chapter obligates Reprosify to reinstate Services following such review.

55.6 Effect of Immediate Termination

Upon Immediate Termination:

Customer access may immediately cease.
Platform privileges may immediately terminate.
Membership benefits may immediately end.
Subscription benefits may immediately end.
Sponsorship rights may immediately terminate.
Territory Reservations may immediately terminate.
Exclusive Market participation may immediately terminate.
Sponsored Territory participation may immediately terminate.
Administrative access may immediately cease.
Marketing activities may immediately stop.

Immediate Termination does not affect any obligations that survive termination under this Policy.

55.7 Accrued Payment Obligations

Immediate Termination does not eliminate any obligation that accrued before the effective date of termination.

Customers remain responsible for:

Outstanding Membership Fees.
Subscription Fees.
Marketing Fees.
Sponsorship Fees.
Administrative Fees.
Performance Fees.
Closing Fees.
Taxes.
Government assessments.
Collection costs where permitted by applicable law.
Other accrued contractual obligations.

Unless required by applicable law or expressly agreed in writing, Immediate Termination does not create any entitlement to refunds, credits, offsets, or reimbursement.

55.8 Existing Referrals and Transactions

Immediate Termination does not affect:

Referral Coverage Period.
Referral Attribution.
Lead Ownership.
Existing Referrals.
Protected Referrals.
Closing Fee obligations.
Performance Fee obligations.
Reporting obligations.
Audit rights.

Transactions arising from Referrals generated before Immediate Termination remain subject to the applicable provisions of this Policy.

55.9 Preservation of Evidence

Following Immediate Termination, Reprosify may preserve:

Account records.
Billing records.
Audit logs.
CRM records.
Call recordings where lawfully maintained.
Email communications.
SMS communications.
Platform activity logs.
Security logs.
IP address logs where lawfully collected.
Payment records.
Transaction histories.
Other business records reasonably necessary for legal, regulatory, accounting, auditing, fraud prevention, dispute resolution, or enforcement purposes.

Such preservation shall not create any obligation to continue providing Services.

55.10 Reporting to Authorities

Where Reprosify reasonably believes disclosure is required or appropriate under applicable law, legal process, or to protect legitimate interests, Reprosify may cooperate with:

Courts.
Government agencies.
Regulatory authorities.
Law enforcement agencies.
Payment processors.
Financial institutions.
Licensing authorities.
Insurance carriers.
Professional associations.
Other authorized entities.

Such cooperation shall be conducted in accordance with applicable law and Reprosify’s legal obligations.

55.11 Reinstatement Following Immediate Termination

Immediate Termination does not create any right to reinstatement.

Where Reprosify elects to consider reinstatement, it may require:

A new application.
Identity verification.
Resolution of outstanding violations.
Payment of outstanding balances.
Updated agreements.
Compliance review.
New onboarding.
Additional documentation.
Satisfaction of other commercially reasonable requirements.

Reinstatement remains entirely within Reprosify’s discretion unless otherwise required by applicable law.

55.12 No Liability for Lawful Immediate Termination

To the fullest extent permitted by applicable law, Reprosify shall not be liable for indirect, incidental, consequential, special, exemplary, punitive, or lost profit damages arising solely from a lawful Immediate Termination implemented in accordance with this Policy or applicable agreements.

Nothing in this Section excludes or limits liability that cannot lawfully be excluded or limited.

55.13 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Service Suspension.
Termination by Reprosify.
Termination by Customer.
Cancellation Policy.
Effective Date of Cancellation.
Pending Transactions.
Failed Payments.
ACH Returns.
Chargebacks.
Collection Rights.
Territory Reservations.
Exclusive Markets.
Sponsored Territories.
Market Reassignment.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Closing Fees.
Marketing Fees.
Performance Fees.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

55.14 Compliance with Applicable Law

Reprosify intends to administer Immediate Terminations in accordance with applicable contract laws, consumer protection laws, commercial transaction laws, electronic commerce laws, privacy laws, data protection laws, payment processing regulations, cybersecurity requirements, real estate licensing laws, and other mandatory legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Chapter.

55.15 Survival

The provisions of this Chapter relating to payment obligations, Referral Coverage Period, Referral Attribution, Lead Ownership, Closing Fees, Performance Fees, Marketing Fees already earned, Sponsorship Fees already earned, confidentiality, intellectual property, audit rights, record retention, dispute resolution, indemnification, limitation of liability, Collection Rights, governing law, and any other provisions that by their nature should survive shall remain in full force and effect following Immediate Termination.

55.16 No Waiver

Reprosify’s decision to issue a warning, temporarily suspend Services, investigate a matter before terminating, delay enforcement, accept partial compliance, or exercise any remedy other than Immediate Termination shall not:

Waive any contractual right.
Limit Reprosify’s future enforcement rights.
Modify this Policy.
Create a course of dealing.
Require Reprosify to provide similar opportunities in future matters.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

55.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to immediately terminate any Service, Account, Membership, Subscription, sponsorship, Territory Reservation, Exclusive Market, Sponsored Territory, software license, platform access, or other contractual relationship whenever Reprosify reasonably determines that continued participation presents a material legal, financial, operational, security, regulatory, reputational, or commercial risk.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s right to protect its Platform, intellectual property, employees, contractors, Customers, consumers, or business operations through Immediate Termination where authorized by applicable law and the governing agreements. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 56. Fraud Prevention

56.1 Purpose

This Chapter establishes the policies governing fraud prevention, fraud detection, identity verification, payment verification, account security, transaction monitoring, risk management, abuse prevention, cybersecurity, compliance monitoring, and related protective measures applicable to all products and Services offered by Reprosify.

The purpose of this Chapter is to protect Reprosify, its Customers, consumers, employees, contractors, referral partners, vendors, financial institutions, payment processors, technology providers, and the integrity of the Reprosify Platform by preventing fraudulent, deceptive, unauthorized, abusive, or unlawful activities.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software platforms, CRM systems, payment processing, lead generation programs, referral programs, Territory Reservations, Sponsored Territories, Exclusive Markets, marketing services, artificial intelligence services, websites, mobile applications, APIs, customer portals, and all current and future products and Services offered by Reprosify.

56.2 Commitment to Fraud Prevention

Reprosify is committed to maintaining commercially reasonable administrative, operational, technical, and security measures designed to detect, investigate, prevent, discourage, and respond to fraudulent or suspicious activity.

Fraud prevention measures are intended to protect all participants using the Reprosify Platform while preserving the integrity of billing systems, customer relationships, financial transactions, consumer information, and proprietary business operations.

56.3 Definition of Fraud

For purposes of this Policy, “Fraud” includes any intentional act or omission designed to obtain an unauthorized benefit, avoid a contractual obligation, misrepresent material facts, interfere with Reprosify’s business operations, misuse the Platform, or otherwise engage in deceptive, dishonest, unlawful, or commercially unreasonable conduct.

Fraud includes attempted fraud, conspiracy to commit fraud, aiding or assisting fraudulent conduct, and any other conduct reasonably believed to be fraudulent.

56.4 Examples of Fraudulent Activity

Fraudulent or prohibited conduct includes, without limitation:

Identity theft.
Identity misrepresentation.
Use of stolen payment methods.
Unauthorized use of payment credentials.
Payment fraud.
Chargeback fraud.
Friendly fraud.
ACH fraud.
Synthetic identity fraud.
False account registration.
Submission of false information.
Falsification of licensing information.
Falsification of brokerage information.
Falsification of transaction information.
Concealment of Closing Events.
Concealment of Performance Events.
Circumvention of Closing Fees.
Circumvention of Performance Fees.
Circumvention of Referral Attribution.
Circumvention of Referral Coverage Period.
Unauthorized resale of Leads.
Unauthorized transfer of Territory rights.
Unauthorized transfer of sponsorship rights.
Manipulation of lead routing.
Abuse of promotional programs.
Abuse of Credits.
Abuse of Promotional Credits.
Abuse of Credit Back Programs.
Duplicate accounts created to avoid contractual obligations.
Automated abuse of the Platform.
Unauthorized scraping of data.
Reverse engineering.
Credential sharing.
Unauthorized API use.
Intellectual property theft.
Consumer impersonation.
Brokerage impersonation.
Money laundering.
Bribery.
Commercial deception.
Any similar fraudulent or deceptive conduct.

The foregoing list is illustrative and not exhaustive.

56.5 Verification Rights

To reduce the risk of Fraud, Reprosify may require commercially reasonable verification of:

Customer identity.
Professional licensing.
Brokerage affiliation.
Business registration.
Payment methods.
Banking information.
Billing information.
Tax information.
Contact information.
Account ownership.
Corporate authority.
Authorized representatives.
Geographic eligibility.
Sponsorship eligibility.
Transaction information.
Other information reasonably necessary to verify account integrity.

Verification may occur before, during, or after the provision of Services.

56.6 Monitoring and Risk Assessment

Reprosify may monitor Accounts, transactions, and Platform activity using commercially reasonable manual or automated processes designed to identify unusual, suspicious, fraudulent, abusive, or unauthorized activity.

Monitoring may include review of:

Login activity.
Device information.
IP address information where lawfully collected.
Payment history.
Transaction history.
Lead activity.
Referral activity.
Account changes.
Billing behavior.
Communication records.
Platform usage.
Security events.
Audit logs.
Other operational information.

Monitoring shall be conducted in accordance with applicable law and Reprosify’s Privacy Policy.

56.7 Temporary Protective Measures

Where Reprosify reasonably suspects Fraud or other unauthorized activity, Reprosify may immediately implement commercially reasonable protective measures, including:

Requesting additional verification.
Delaying transaction processing.
Suspending payments.
Holding refunds pending review.
Temporarily restricting Account access.
Temporarily disabling Platform features.
Suspending Lead delivery.
Suspending Territory participation.
Suspending sponsorship benefits.
Restricting administrative privileges.
Rejecting payment methods.
Declining transactions.
Placing Accounts under review.
Taking other protective actions reasonably necessary to investigate the matter.

Implementation of protective measures does not constitute a determination that Fraud has occurred.

56.8 Investigations

Reprosify may investigate activity that reasonably appears inconsistent with this Policy or applicable agreements.

Investigations may include review of:

Billing records.
Payment records.
Account activity.
Lead history.
Referral history.
Transaction records.
Communication history.
Audit logs.
Identity documentation.
Public records.
Other commercially reasonable information.

Customers agree to cooperate with reasonable investigation requests.

56.9 Customer Responsibilities

Customers agree to:

Maintain accurate account information.
Protect login credentials.
Maintain secure passwords.
Promptly report unauthorized access.
Promptly report suspected fraud.
Cooperate with verification requests.
Cooperate with investigations.
Protect confidential information.
Use the Platform only for authorized purposes.
Comply with applicable laws and agreements.

Failure to cooperate may result in suspension or termination in accordance with this Policy.

56.10 Fraudulent Payments

If Reprosify reasonably believes that a payment, authorization, refund request, credit request, ACH transaction, or other financial transaction is fraudulent or unauthorized, Reprosify may:

Decline the transaction.
Delay settlement.
Suspend processing.
Reverse credits where permitted.
Request additional documentation.
Suspend Services.
Terminate Services.
Pursue collection of legitimately owed amounts.
Exercise other contractual or legal remedies.

Nothing in this Section limits rights available to payment processors or financial institutions.

56.11 Fraudulent Transactions

If Reprosify reasonably determines that a transaction involving a Referral, Lead, Territory, Closing Event, Performance Event, or sponsorship has been intentionally concealed, manipulated, or structured to avoid contractual obligations, Reprosify may enforce all rights available under:

This Policy.
The applicable Membership Agreement.
The applicable Enterprise Agreement.
Applicable law.

Such enforcement may include invoicing unpaid Fees, terminating Services, suspending Accounts, reassigning Territories, preserving evidence, and pursuing available legal remedies.

56.12 Cooperation with Third Parties

Where reasonably necessary and permitted by applicable law, Reprosify may cooperate with:

Payment processors.
Banks.
Credit card networks.
Financial institutions.
Government agencies.
Regulatory authorities.
Licensing authorities.
Courts.
Law enforcement agencies.
Insurance carriers.
Technology providers.
Cybersecurity providers.
Professional advisors.
Other authorized entities.

Such cooperation may include providing information reasonably necessary to investigate suspected Fraud or comply with legal obligations.

56.13 Preservation of Evidence

Reprosify may preserve:

Billing records.
Payment records.
Audit logs.
CRM records.
Call recordings where lawfully maintained.
Email communications.
SMS communications.
Platform activity logs.
Login history.
Device information.
Transaction records.
Referral records.
Lead records.
Other business records reasonably necessary for fraud prevention, dispute resolution, legal compliance, auditing, or enforcement.

Evidence may be retained in accordance with applicable law and Reprosify’s record retention policies.

56.14 No Liability for Protective Actions

To the fullest extent permitted by applicable law, Reprosify shall not be liable for indirect, incidental, consequential, special, exemplary, punitive, or lost profit damages arising solely from commercially reasonable fraud prevention measures, verification procedures, transaction delays, Account reviews, protective holds, investigations, or lawful enforcement actions undertaken in good faith.

Nothing in this Section excludes or limits liability that cannot lawfully be excluded or limited.

56.15 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Payment Methods.
Authorization to Charge.
Failed Payments.
ACH Returns.
Chargebacks.
Collection Rights.
Pending Transactions.
Service Suspension.
Termination by Reprosify.
Immediate Termination.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Closing Fees.
Performance Fees.
Territory Reservations.
Sponsored Territories.
Market Reassignment.
Privacy Policy.
Terms of Service.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

56.16 Compliance with Applicable Law

Reprosify intends to administer its fraud prevention program in accordance with applicable contract laws, consumer protection laws, commercial transaction laws, banking regulations, payment processing regulations, anti-money laundering requirements where applicable, cybersecurity requirements, privacy laws, data protection laws, electronic commerce laws, and other mandatory legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Chapter.

56.17 Survival

The provisions of this Chapter relating to investigations, payment obligations, preservation of evidence, confidentiality, intellectual property, audit rights, dispute resolution, limitation of liability, record retention, Collection Rights, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, account closure, completion of Services, or the expiration of any Membership or Subscription.

56.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its fraud prevention procedures, identity verification standards, payment verification processes, risk assessment methodologies, transaction monitoring systems, cybersecurity controls, account security measures, investigative practices, and operational safeguards at any time with prospective effect.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s right to investigate suspected Fraud, protect its Platform, safeguard Customers and consumers, preserve evidence, enforce contractual obligations, or pursue any remedy available under this Policy, applicable agreements, or applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 57. Chargeback Abuse

57.1 Purpose

This Chapter establishes the policies governing Chargeback Abuse, friendly fraud, improper payment disputes, unauthorized reversal requests, bad-faith billing disputes, fraudulent payment reversals, abuse of payment processor protections, and other improper attempts to avoid contractual payment obligations.

The purpose of this Chapter is to protect Reprosify from abusive payment practices while preserving the legitimate rights of Customers to dispute genuinely unauthorized or erroneous transactions in accordance with applicable law and payment network rules.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software licenses, marketing services, sponsorship programs, Territory Reservations, Exclusive Markets, Sponsored Territories, digital products, professional services, and all current and future products and Services offered by Reprosify.

57.2 Good Faith Payment Disputes

Reprosify recognizes that legitimate billing errors and unauthorized transactions may occasionally occur.

Nothing in this Chapter is intended to discourage or prohibit Customers from exercising rights provided under applicable law regarding:

Unauthorized payment transactions.
Billing errors.
Duplicate charges.
Processing mistakes.
Payment card fraud committed by unrelated third parties.
Other legally recognized payment disputes.

Customers are encouraged to contact Reprosify before initiating a formal chargeback so that billing concerns may be reviewed and, where appropriate, resolved efficiently.

57.3 Definition of Chargeback Abuse

For purposes of this Policy, “Chargeback Abuse” means the intentional, deceptive, unreasonable, or bad-faith use of a chargeback, payment dispute, ACH reversal, payment reversal, bank claim, or similar process to avoid a valid contractual payment obligation.

Chargeback Abuse may occur even if a financial institution initially approves a payment reversal.

57.4 Examples of Chargeback Abuse

Examples of Chargeback Abuse include, without limitation:

Disputing a charge after knowingly purchasing Services.
Disputing a charge after accepting or using Services.
Disputing recurring charges that were previously authorized.
Claiming non-delivery after receiving access to Services.
Claiming unauthorized use after personally authorizing the transaction.
Filing duplicate disputes regarding the same transaction.
Failing to follow Reprosify’s published cancellation procedures before disputing recurring charges.
Seeking a chargeback after receiving onboarding, setup, implementation, consulting, or administrative services.
Seeking reversal of earned Marketing Fees, Sponsorship Fees, Administrative Fees, Performance Fees, or Closing Fees.
Attempting to retain Leads, Referrals, Territories, software access, or other benefits while reversing payment.
Providing false or misleading information to a payment processor or financial institution.
Encouraging another person to submit a fraudulent dispute.
Using multiple payment methods to avoid collection.
Using chargebacks to gain leverage in unrelated contractual disputes.
Repeatedly initiating payment disputes without a reasonable factual basis.
Any other intentional misuse of payment dispute procedures.

The foregoing list is illustrative and not exhaustive.

57.5 Customer Duty to Contact Reprosify

Before initiating a payment dispute, Customers are encouraged to contact Reprosify’s Billing Department to allow an opportunity to review and resolve the matter.

Many billing concerns can be resolved through clarification, correction of billing errors, or other commercially reasonable solutions without requiring a formal chargeback.

Nothing in this Section limits any rights that cannot legally be waived.

57.6 Investigation of Chargeback Claims

Where a chargeback or payment dispute is initiated, Reprosify may conduct a commercially reasonable investigation, including review of:

Account registration records.
Payment authorizations.
Billing history.
Signed agreements.
Electronic acceptances.
Login records.
CRM activity.
Platform usage.
Customer communications.
Call recordings where lawfully maintained.
Email correspondence.
SMS communications.
Onboarding records.
Service delivery records.
Territory assignments.
Lead delivery records.
Referral records.
Audit logs.
Other relevant business records.

Customers agree to cooperate with reasonable requests for information during such investigations.

57.7 Preservation of Evidence

To respond to payment disputes and protect its contractual rights, Reprosify may preserve and present evidence including:

Executed agreements.
Electronic signatures.
IP address information where lawfully collected.
Device information where lawfully collected.
Login history.
Payment authorization records.
Subscription records.
Billing records.
Email confirmations.
SMS confirmations.
Customer support records.
CRM activity.
Lead delivery confirmations.
Platform access logs.
Service activation records.
Territory reservation records.
Sponsorship records.
Marketing activity records.
Other records reasonably relevant to the disputed transaction.

Such records may be provided to payment processors, financial institutions, card networks, arbitration bodies, or other authorized entities where permitted by applicable law.

57.8 Effect of Chargeback Abuse

If Reprosify reasonably determines that a Customer has engaged in Chargeback Abuse, Reprosify may, to the fullest extent permitted by applicable law:

Suspend Services.
Terminate Services.
Suspend or close the Customer Account.
Suspend CRM access.
Suspend software licenses.
Suspend Territory Reservations.
Release Sponsored Territories.
Release Exclusive Markets.
Withhold promotional benefits.
Decline future payment methods.
Require alternative methods of payment.
Require advance payment for future Services.
Invoice outstanding balances.
Offset available Credits where permitted.
Exercise Collection Rights.
Pursue any other contractual or legal remedy.

The exercise of one remedy does not waive any other available remedy.

57.9 Outstanding Payment Obligations

A chargeback, payment reversal, or bank dispute does not automatically eliminate a valid contractual payment obligation.

Where Reprosify reasonably determines that payment remains contractually owed, the Customer remains responsible for:

Outstanding Membership Fees.
Subscription Fees.
Marketing Fees.
Sponsorship Fees.
Administrative Fees.
Performance Fees.
Closing Fees.
Taxes.
Collection costs where permitted by applicable law.
Other amounts lawfully due under this Policy or the applicable agreement.

57.10 Recovery of Costs

To the fullest extent permitted by applicable law and the governing agreement, Customers engaging in Chargeback Abuse may be responsible for reasonable costs incurred by Reprosify in responding to and resolving improper payment disputes, including:

Administrative costs.
Payment processor assessments.
Bank fees.
Arbitration costs.
Collection costs.
Reasonable attorneys’ fees where recoverable by contract or law.
Court costs where awarded.
Other reasonable enforcement expenses.

Nothing in this Section authorizes recovery of costs prohibited by applicable law.

57.11 Future Eligibility

Customers who engage in Chargeback Abuse may become ineligible for future participation in Reprosify programs.

Future participation may require:

Payment of all outstanding balances.
Resolution of previous disputes.
Verification of identity.
Alternative payment methods.
Advance payment.
Updated agreements.
Additional compliance review.

Reprosify reserves the right to decline future business relationships where permitted by applicable law.

57.12 No Retaliation for Legitimate Claims

Nothing in this Chapter shall be interpreted as penalizing Customers who, in good faith, dispute transactions that are genuinely unauthorized, fraudulent, or erroneous.

Reprosify will not characterize a payment dispute as Chargeback Abuse solely because a Customer exercises a legal right in good faith.

Determinations under this Chapter will be based upon the facts and circumstances reasonably available to Reprosify.

57.13 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Payment Methods.
Authorization to Charge.
Failed Payments.
ACH Returns.
Chargebacks.
Collection Rights.
Administrative Fees.
Refund Policy.
No Refund Policy.
Cancellation Policy.
Fraud Prevention.
Service Suspension.
Termination by Reprosify.
Immediate Termination.
Lead Ownership.
Referral Attribution.
Closing Fees.
Performance Fees.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

57.14 Compliance with Applicable Law

Reprosify intends to administer Chargeback Abuse matters in accordance with applicable contract laws, consumer protection laws, payment card network rules, electronic fund transfer laws, banking regulations, commercial transaction laws, privacy laws, and other mandatory legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement or applicable payment network rule, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

57.15 Survival

The provisions of this Chapter relating to payment obligations, investigations, preservation of evidence, audit rights, Collection Rights, confidentiality, dispute resolution, limitation of liability, record retention, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, account closure, or completion of Services.

57.16 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, or revise its payment dispute procedures, fraud detection methodologies, evidence preservation practices, billing verification standards, account risk assessment processes, eligibility requirements, and enforcement procedures with prospective effect.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s right to defend against improper payment disputes, recover amounts lawfully owed, preserve evidence, enforce contractual obligations, or pursue any remedy available under this Policy, applicable agreements, payment network rules, or applicable law. All rights, remedies, defenses, and protections available to Reprosify are expressly reserved.

Chapter 58. Abuse of Platform

58.1 Purpose

This Chapter establishes the policies governing abuse, misuse, unauthorized use, interference with, or exploitation of the Reprosify Platform, software, technology, infrastructure, products, Services, Memberships, Subscriptions, websites, applications, APIs, customer portals, lead generation systems, referral programs, marketing systems, artificial intelligence services, Territory Reservations, Sponsored Territories, Exclusive Markets, CRM platforms, databases, communications systems, and all current and future products and Services offered by Reprosify.

The purpose of this Chapter is to protect the integrity, security, availability, reliability, reputation, intellectual property, operational efficiency, and commercial value of the Reprosify Platform while promoting fair use by all Customers.

This Chapter applies to every individual or entity accessing or using the Reprosify Platform, whether as a Customer, Member, Subscriber, Sponsor, Enterprise Client, contractor, authorized representative, or other authorized user.

58.2 Commitment to Responsible Use

Customers are expected to use the Reprosify Platform in a lawful, ethical, professional, and commercially reasonable manner consistent with:

This Policy.
Applicable agreements.
Applicable law.
Industry standards.
Professional licensing requirements where applicable.
Good faith business practices.

Customers remain responsible for all activity occurring through their Accounts.

58.3 Definition of Platform Abuse

For purposes of this Policy, “Abuse of Platform” means any conduct that intentionally, recklessly, or repeatedly interferes with the proper operation of the Reprosify Platform, harms Reprosify or other users, misuses Platform resources, violates contractual obligations, or exceeds the authorized scope of use.

Platform Abuse may occur regardless of whether the conduct also constitutes fraud, unlawful conduct, or a criminal offense.

58.4 Prohibited Conduct

Customers shall not engage in conduct including, without limitation:

Misuse of Leads.
Misuse of consumer information.
Harassment of consumers.
Harassment of employees.
Harassment of contractors.
Harassment of other Customers.
Abusive communications.
Threatening conduct.
Discriminatory conduct.
Defamatory conduct.
Submission of false information.
Unauthorized Account sharing.
Credential sharing.
Unauthorized resale of Services.
Unauthorized resale of Leads.
Unauthorized transfer of Memberships.
Unauthorized transfer of Territory Reservations.
Unauthorized transfer of sponsorship rights.
Unauthorized use of another person’s Account.
Impersonation of another individual or entity.
Circumvention of billing procedures.
Circumvention of payment requirements.
Circumvention of Closing Fees.
Circumvention of Performance Fees.
Circumvention of Referral Attribution.
Circumvention of Lead Ownership provisions.
Circumvention of Platform limitations.
Circumvention of security controls.
Reverse engineering.
Decompiling software.
Attempting unauthorized access.
Unauthorized data scraping.
Unauthorized automated access.
Excessive automated requests.
Interference with Platform performance.
Distribution of malicious software.
Introduction of viruses or harmful code.
Spam.
Unsolicited commercial messaging.
Unauthorized advertising.
Unauthorized promotional activity.
Manipulation of search rankings.
Manipulation of lead routing.
Manipulation of reporting.
Manipulation of analytics.
Abuse of Credits.
Abuse of Promotional Credits.
Abuse of promotional programs.
Abuse of referral programs.
Abuse of sponsorship programs.
Abuse of free trials.
Abuse of beta programs.
Abuse of customer support.
Abuse of dispute procedures.
Abuse of payment systems.
Any other conduct that materially interferes with the normal operation of the Platform.

The foregoing list is illustrative and not exhaustive.

58.5 Appropriate Use of Leads

Customers shall use Leads obtained through Reprosify solely for legitimate business purposes consistent with the applicable Membership, Subscription, Enterprise Agreement, and applicable law.

Without prior written authorization from Reprosify, Customers shall not:

Sell Leads.
Redistribute Leads.
License Leads.
Share Leads with unauthorized third parties.
Upload Leads to unauthorized marketplaces.
Use Leads for unrelated businesses.
Use Leads for unlawful marketing activities.
Misrepresent the source of Leads.

Lead Ownership and Referral Attribution remain governed by the applicable chapters of this Policy.

58.6 Appropriate Use of Technology

Customers shall use Reprosify technology only as expressly authorized.

Customers shall not:

Copy software.
Modify software.
Reverse engineer software.
Decompile software.
Create derivative works.
Attempt unauthorized integrations.
Circumvent technical limitations.
Bypass authentication systems.
Interfere with APIs.
Test vulnerabilities without authorization.
Attempt to access restricted systems.
Use automated tools that materially impair Platform performance.

Nothing in this Section limits rights that cannot legally be restricted under applicable law.

58.7 Artificial Intelligence and Automation

Where Reprosify provides artificial intelligence, automation, machine learning, workflow automation, predictive analytics, or similar technologies, Customers shall use such features only for authorized business purposes.

Customers shall not intentionally:

Manipulate AI outputs.
Attempt to extract proprietary AI models.
Harvest proprietary prompts.
Circumvent AI usage restrictions.
Use AI features to violate applicable law.
Generate unlawful or fraudulent content.
Overload AI systems through abusive automated activity.
Interfere with AI operations.

58.8 Customer Support Abuse

Customers shall communicate with Reprosify personnel in a respectful and professional manner.

Repeated abusive conduct directed toward customer service representatives, technical support personnel, sales personnel, contractors, executives, or other representatives may result in:

Restricted communications.
Assignment to written communications only.
Service Suspension.
Immediate Termination.
Other commercially reasonable protective measures.

Nothing in this Section limits lawful customer complaints made in good faith.

58.9 Investigations

Reprosify may investigate suspected Platform Abuse using commercially reasonable methods.

Investigations may include review of:

Account activity.
Login history.
Platform usage.
CRM activity.
Lead history.
Referral history.
Payment records.
Audit logs.
Customer communications.
Support history.
Technical logs.
API activity.
Security events.
Other operational information.

Customers agree to cooperate with reasonable investigative requests.

58.10 Protective Measures

Where Reprosify reasonably suspects Platform Abuse, Reprosify may, to the fullest extent permitted by applicable law:

Issue warnings.
Require additional verification.
Limit Platform functionality.
Restrict specific features.
Suspend Accounts.
Suspend software access.
Suspend Territory participation.
Suspend Sponsored Territories.
Suspend marketing campaigns.
Suspend API access.
Remove administrative privileges.
Delay transactions.
Reassign Markets.
Terminate Services.
Exercise Collection Rights where applicable.
Take other commercially reasonable actions necessary to protect the Platform.

The selection of one remedy does not limit Reprosify’s ability to pursue additional remedies.

58.11 No Interference with Operations

Customers shall not intentionally interfere with Reprosify’s business operations, including by:

Interfering with lead distribution.
Disrupting customer onboarding.
Interfering with payment processing.
Interfering with software performance.
Disrupting communications.
Attempting to disable Platform functionality.
Interfering with other Customers’ use of the Platform.
Coordinating abusive activity.
Encouraging others to violate this Policy.

58.12 No Liability for Protective Actions

To the fullest extent permitted by applicable law, Reprosify shall not be liable for indirect, incidental, consequential, special, exemplary, punitive, or lost profit damages arising solely from commercially reasonable actions taken in good faith to investigate, prevent, respond to, or remediate Platform Abuse.

Nothing in this Section excludes or limits liability that cannot lawfully be excluded or limited.

58.13 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Fraud Prevention.
Chargeback Abuse.
Service Suspension.
Termination by Reprosify.
Immediate Termination.
Payment Methods.
Collection Rights.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Territory Reservations.
Exclusive Markets.
Sponsored Territories.
Market Reassignment.
Closing Fees.
Performance Fees.
Privacy Policy.
Terms of Service.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

58.14 Compliance with Applicable Law

Reprosify intends to administer this Chapter in accordance with applicable contract laws, consumer protection laws, commercial transaction laws, electronic commerce laws, privacy laws, data protection laws, intellectual property laws, cybersecurity requirements, real estate licensing laws, and other mandatory legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

58.15 Survival

The provisions of this Chapter relating to payment obligations, confidentiality, intellectual property, audit rights, investigations, preservation of evidence, dispute resolution, limitation of liability, Collection Rights, record retention, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, account closure, or completion of Services.

58.16 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its acceptable use standards, Platform security requirements, operational controls, feature access rules, abuse detection methodologies, technology safeguards, customer eligibility requirements, and enforcement procedures with prospective effect.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s right to protect its Platform, technology, intellectual property, employees, contractors, Customers, consumers, business operations, or reputation from misuse or abuse. Reprosify may investigate suspected violations, preserve relevant evidence, enforce contractual obligations, and pursue any remedy available under this Policy, applicable agreements, or applicable law. All rights, remedies, defenses, and protections available to Reprosify are expressly reserved.

Chapter 59. Customer Responsibilities

59.1 Purpose

This Chapter establishes the general responsibilities, obligations, standards of conduct, and continuing duties applicable to all Customers using Reprosify products, Services, Memberships, Subscription Plans, Enterprise Services, Custom Services, software platforms, customer portals, lead generation services, marketing programs, referral programs, Territory Reservations, Sponsored Territories, Exclusive Markets, artificial intelligence services, CRM platforms, websites, applications, and all current and future products and Services offered by Reprosify.

The purpose of this Chapter is to promote professional conduct, maintain platform integrity, protect consumers, preserve operational efficiency, ensure compliance with applicable agreements, and support a fair and reliable business environment for all participants.

This Chapter applies throughout the entire Customer relationship, including before activation, during the active Service period, during suspension, following cancellation, and after termination to the extent any obligations survive.

59.2 Compliance with Agreements

Customers agree to comply with:

This Policy.
The Terms of Service.
The applicable Membership Agreement.
The applicable Subscription Agreement.
Enterprise Agreements.
Statements of Work.
Order Forms.
Sponsorship Agreements.
Privacy Policy.
Acceptable Use requirements.
All other agreements governing the Customer’s relationship with Reprosify.

Customers are responsible for reviewing updates to applicable agreements as permitted under those agreements and applicable law.

59.3 Accurate Information

Customers shall provide complete, accurate, current, and truthful information during registration and throughout their relationship with Reprosify.

Customers shall promptly update information including:

Legal name.
Business name.
Brokerage affiliation.
Professional licensing information.
Business registration information.
Contact information.
Email address.
Telephone number.
Billing address.
Payment information.
Tax information where applicable.
Authorized representatives.
Other information reasonably requested by Reprosify.

Customers remain responsible for the accuracy of all information submitted.

59.4 Account Security

Customers are responsible for maintaining the confidentiality and security of their Accounts.

Customers agree to:

Protect usernames and passwords.
Use commercially reasonable security practices.
Restrict unauthorized access.
Notify Reprosify promptly of suspected unauthorized access.
Log out of shared devices where appropriate.
Maintain current recovery information.
Protect authentication credentials.

Customers remain responsible for activity occurring through their Accounts unless otherwise required by applicable law.

59.5 Payment Responsibilities

Customers shall timely satisfy all payment obligations arising under applicable agreements, including payment of:

Membership Fees.
Subscription Fees.
Marketing Fees.
Sponsorship Fees.
Administrative Fees.
Closing Fees.
Performance Fees.
Taxes.
Government assessments.
Other contractual charges.

Customers shall maintain valid payment methods and promptly resolve failed payments, returned payments, or billing issues.

59.6 Professional Conduct

Customers agree to conduct business in a professional, ethical, lawful, and respectful manner.

Customers shall:

Treat consumers respectfully.
Treat Reprosify personnel professionally.
Treat contractors professionally.
Treat referral partners professionally.
Treat other Customers professionally.
Conduct themselves in accordance with applicable professional standards.
Protect the reputation of Reprosify.
Avoid deceptive or misleading business practices.

Professional conduct is a continuing condition of participation in the Reprosify Platform.

59.7 Compliance with Laws

Customers remain solely responsible for complying with all laws, regulations, licensing requirements, ethical rules, advertising requirements, disclosure obligations, tax obligations, and professional standards applicable to their businesses and use of the Reprosify Platform.

Reprosify does not provide legal, tax, brokerage, or regulatory compliance advice unless expressly stated in a separately executed written agreement.

59.8 Licensing and Professional Qualifications

Where participation requires professional licensing or certification, Customers agree to:

Maintain all required licenses.
Maintain all required registrations.
Maintain required insurance where applicable.
Promptly report any suspension, expiration, revocation, disciplinary action, or material limitation affecting eligibility.

Failure to maintain required qualifications may result in suspension or termination.

59.9 Cooperation with Reprosify

Customers agree to cooperate with reasonable requests relating to:

Account administration.
Billing.
Identity verification.
Payment verification.
Service delivery.
Lead management.
Referral reporting.
Territory administration.
Sponsorship administration.
Compliance reviews.
Fraud investigations.
Audit requests.
Customer support.
Technical support.
Security matters.
Regulatory compliance.

Failure to cooperate may delay Services or result in administrative action.

59.10 Lead Management Responsibilities

Customers receiving Leads through Reprosify agree to:

Respond promptly where program requirements apply.
Communicate professionally with consumers.
Maintain accurate Lead records.
Report qualifying transactions where required.
Respect Lead Ownership provisions.
Respect Referral Attribution provisions.
Comply with Referral Coverage Period requirements.
Avoid misuse or redistribution of Leads.

Lead management obligations remain subject to the applicable chapters of this Policy.

59.11 Territory and Sponsorship Responsibilities

Customers participating in Territory Reservation, Exclusive Market, or Sponsored Territory programs agree to:

Maintain eligibility requirements.
Pay applicable Fees.
Maintain good account standing.
Comply with participation requirements.
Protect the value of assigned markets.
Cooperate with reasonable administrative procedures.
Respect geographic assignment policies.

Participation in geographic programs remains subject to availability and the applicable agreements.

59.12 Customer Communications

Customers agree to maintain respectful, truthful, and professional communications with Reprosify.

Customers shall not:

Harass personnel.
Threaten personnel.
Submit knowingly false information.
Abuse customer support.
Misrepresent material facts.
Interfere with investigations.
Encourage others to violate this Policy.

Good faith complaints, billing inquiries, and requests for assistance are encouraged and shall not, by themselves, constitute a violation of this Chapter.

59.13 Recordkeeping Responsibilities

Customers shall retain records reasonably necessary to satisfy contractual obligations, including where applicable:

Transaction records.
Closing documentation.
Commission records.
Billing records.
Tax documentation.
Communications relating to Reprosify Referrals.
Other records reasonably necessary to verify contractual performance.

Customers shall cooperate with reasonable audit requests where permitted by applicable agreements and applicable law.

59.14 Duty to Report Material Changes

Customers shall promptly notify Reprosify of material changes that may affect their eligibility or participation, including:

Brokerage changes.
Ownership changes.
Entity changes.
Licensing changes.
Bankruptcy or insolvency proceedings.
Changes in authorized representatives.
Significant contact information changes.
Material legal restrictions affecting participation.
Other changes reasonably affecting the contractual relationship.

59.15 Responsibility for Authorized Users

Where a Customer authorizes employees, assistants, contractors, team members, administrators, or other representatives to access the Reprosify Platform, the Customer remains responsible for ensuring that such individuals comply with this Policy and all applicable agreements.

The Customer may be held responsible for violations committed by authorized users acting through the Customer’s Account, subject to applicable law.

59.16 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Eligibility.
Account Registration.
Acceptance of Terms.
Payment Methods.
Authorization to Charge.
Fraud Prevention.
Chargeback Abuse.
Abuse of Platform.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Territory Reservations.
Exclusive Markets.
Sponsored Territories.
Sponsorship Fees.
Market Reassignment.
Service Suspension.
Termination by Customer.
Termination by Reprosify.
Immediate Termination.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

59.17 Compliance with Applicable Law

Customers remain solely responsible for complying with all applicable contract laws, consumer protection laws, real estate licensing laws, advertising laws, privacy laws, data protection laws, tax laws, employment laws, payment processing requirements, commercial regulations, and other legal obligations applicable to their businesses and activities.

Nothing in this Policy relieves a Customer of responsibilities imposed by applicable law.

59.18 Survival

The provisions of this Chapter relating to payment obligations, reporting obligations, audit cooperation, confidentiality, intellectual property, recordkeeping, dispute resolution, indemnification, limitation of liability, and any other obligations that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, account closure, or completion of Services to the extent necessary to enforce the parties’ contractual rights and obligations.

59.19 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, or revise Customer participation requirements, eligibility standards, operational procedures, verification requirements, compliance obligations, reporting standards, communication protocols, onboarding requirements, security measures, and administrative processes with prospective effect.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s right to enforce Customer responsibilities, investigate non-compliance, require corrective action, suspend or terminate Services, preserve evidence, recover amounts lawfully owed, or pursue any remedy available under this Policy, applicable agreements, or applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 60. Delays Caused by Customer

60.1 Purpose

This Chapter establishes the policies governing delays, interruptions, postponements, extensions, rescheduling, and other disruptions to the delivery of products and Services resulting from the actions, omissions, inaction, or failure to cooperate by a Customer or the Customer’s representatives.

The purpose of this Chapter is to establish a fair allocation of responsibility where the timely performance of Reprosify’s obligations depends upon the Customer’s cooperation, participation, approvals, information, access, decisions, or other required actions.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, marketing services, lead generation programs, software implementations, CRM services, artificial intelligence services, onboarding services, consulting services, Territory Reservations, Sponsored Territories, Exclusive Markets, and all current and future products and Services offered by Reprosify.

60.2 Customer Cooperation

Timely delivery of many Reprosify Services requires active cooperation from the Customer.

Customers agree to provide all information, approvals, documentation, access, materials, credentials, decisions, communications, and other assistance reasonably necessary for Reprosify to perform the applicable Services.

Customer cooperation is a continuing contractual obligation throughout the duration of the Service relationship.

60.3 Customer-Caused Delays

A Customer-Caused Delay occurs whenever Reprosify’s performance is delayed, interrupted, postponed, impaired, or made more difficult due to actions or omissions by the Customer or persons acting on the Customer’s behalf.

Customer-Caused Delays may occur before, during, or after Service Activation.

60.4 Examples of Customer-Caused Delays

Examples of Customer-Caused Delays include, without limitation:

Failure to complete onboarding.
Failure to submit required forms.
Failure to provide requested documentation.
Failure to provide branding materials.
Failure to provide logos.
Failure to provide marketing content.
Failure to provide photographs or videos.
Failure to provide website access.
Failure to provide CRM access.
Failure to provide domain access.
Failure to provide hosting credentials.
Failure to provide advertising account access.
Failure to verify payment methods.
Failure to complete identity verification.
Failure to approve creative materials.
Failure to review deliverables.
Failure to respond to communications.
Failure to attend scheduled meetings.
Failure to attend onboarding sessions.
Failure to maintain required licensing.
Failure to maintain required brokerage affiliation.
Failure to maintain eligibility.
Repeated changes in project scope.
Repeated changes in instructions.
Delayed decision-making.
Failure to designate authorized representatives.
Failure to cooperate with implementation.
Failure to comply with technical requirements.
Requests to postpone work.
Requests to suspend projects.
Any other act or omission that materially delays Reprosify’s ability to perform the Services.

The foregoing list is illustrative and not exhaustive.

60.5 Effect on Project Timelines

Customer-Caused Delays automatically extend estimated timelines, implementation schedules, onboarding schedules, project milestones, marketing schedules, launch dates, campaign timelines, and other estimated delivery dates by a commercially reasonable period necessary to account for the delay.

Unless expressly guaranteed in a separately executed written agreement, all project schedules are estimates and are subject to adjustment.

60.6 No Breach by Reprosify

Customer-Caused Delays shall not constitute:

A breach of contract by Reprosify.
A failure to perform by Reprosify.
Negligence by Reprosify.
Delay attributable to Reprosify.
Failure to meet estimated timelines.
Grounds for cancellation.
Grounds for refunds.
Grounds for credits.
Grounds for chargebacks.
Grounds for damages.

To the extent Reprosify’s performance is delayed by the Customer, Reprosify’s corresponding obligations shall be suspended for the duration of the Customer-Caused Delay.

60.7 Continued Billing

Unless otherwise expressly provided in a separately executed written agreement or required by applicable law, Customer-Caused Delays do not suspend or postpone:

Membership Fees.
Subscription Fees.
Sponsorship Fees.
Marketing Fees.
Administrative Fees.
Performance Fees that have been earned.
Closing Fees that become payable.
Other recurring contractual charges.

Billing obligations continue according to the applicable agreement unless Reprosify expressly agrees otherwise in writing.

60.8 Additional Costs

Where Customer-Caused Delays require additional work beyond the original scope of Services, Reprosify may assess reasonable additional charges where permitted by the applicable agreement and applicable law.

Such additional charges may include:

Administrative Fees.
Professional Service Fees.
Consulting Fees.
Project restart fees.
Additional onboarding services.
Additional implementation work.
Additional design revisions.
Additional technical configuration.
Additional project management.
Other commercially reasonable charges disclosed to the Customer.

No additional charges will be imposed where prohibited by applicable law or contrary to the governing agreement.

60.9 Project Suspension Due to Inactivity

If a Customer remains inactive or fails to provide required cooperation for an extended period, Reprosify may:

Suspend the project.
Reassign personnel.
Reallocate internal resources.
Delay implementation.
Suspend marketing campaigns.
Suspend onboarding.
Suspend technical implementation.
Suspend Territory activation where appropriate.
Require reactivation procedures before resuming Services.

Such suspension does not constitute cancellation unless expressly communicated by Reprosify.

60.10 Loss of Scheduling Priority

Where Customer-Caused Delays materially interrupt scheduled work, Reprosify may reassign personnel, production resources, implementation schedules, marketing resources, onboarding specialists, technical staff, or project managers to other projects.

When the Customer is ready to resume Services, work shall be rescheduled based upon then-current operational capacity.

Reprosify does not guarantee that previously reserved production schedules, implementation windows, launch dates, or staffing allocations will remain available following a Customer-Caused Delay.

60.11 Effect on Marketing and Lead Generation

Customer-Caused Delays may adversely affect:

Marketing campaigns.
Advertising schedules.
Lead generation.
Search engine optimization.
Artificial intelligence optimization.
Website launches.
CRM implementation.
Automation workflows.
Consumer engagement.
Territory activation.
Sponsored Territory benefits.
Exclusive Market participation.
Other Service outcomes.

Reprosify shall not be responsible for reduced performance or missed opportunities resulting from Customer-Caused Delays.

60.12 Customer Responsibility for Third Parties

Customers remain responsible for delays caused by persons acting on their behalf, including:

Employees.
Team members.
Contractors.
Consultants.
Marketing agencies.
Website developers.
Information technology providers.
Virtual assistants.
Brokerage personnel.
Attorneys.
Accountants.
Other authorized representatives.

Delays caused by such persons shall be treated as Customer-Caused Delays under this Policy.

60.13 Documentation of Delays

Reprosify may document Customer-Caused Delays through commercially reasonable records, including:

Email communications.
SMS communications.
Customer support records.
CRM notes.
Project management systems.
Meeting records.
Ticket histories.
Approval logs.
Workflow records.
Audit logs.
Other business records.

Such documentation may be used in resolving billing disputes, project disputes, payment disputes, or other contractual matters.

60.14 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Service Activation.
Commencement of Services.
Enterprise Services.
Custom Services.
Marketing Fees.
Performance Fees.
Payment Methods.
Failed Payments.
Cancellation Policy.
Processing Times.
Effective Date of Cancellation.
Service Suspension.
Customer Responsibilities.
Abuse of Platform.
Fraud Prevention.
Refund Policy.
No Refund Policy.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

60.15 Compliance with Applicable Law

Reprosify intends to administer Customer-Caused Delays in accordance with applicable contract laws, commercial transaction laws, consumer protection laws, electronic commerce laws, real estate licensing laws, and other mandatory legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply with such law while preserving the remaining provisions of this Chapter.

60.16 Survival

The provisions of this Chapter relating to payment obligations, documentation, audit rights, record retention, dispute resolution, limitation of liability, Collection Rights, confidentiality, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, account closure, or completion of Services to the extent necessary to enforce the parties’ contractual rights and obligations.

60.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, or revise its project scheduling practices, implementation procedures, onboarding requirements, approval processes, staffing allocations, resource management practices, production schedules, marketing timelines, technical implementation standards, and administrative workflows with prospective effect.

Nothing contained in this Chapter shall be interpreted as requiring Reprosify to absorb delays, costs, scheduling disruptions, or business losses caused by a Customer’s failure to cooperate or fulfill contractual responsibilities. Customer-Caused Delays shall not diminish Reprosify’s right to receive payment for Services performed or otherwise lawfully owed under this Policy or the applicable agreements. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 61. No Performance Guarantee

61.1 Purpose

This Chapter establishes the policies governing performance expectations, business outcomes, commercial results, service expectations, marketing performance, technology performance, lead generation, referrals, software functionality, consulting services, artificial intelligence services, customer success, and all other products and Services offered by Reprosify.

The purpose of this Chapter is to clearly establish that Reprosify provides products, Services, technology, software, marketing, business tools, operational support, and professional resources designed to assist Customers, but does not guarantee any particular commercial, financial, operational, marketing, or business outcome.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software platforms, CRM systems, websites, marketing services, referral programs, Territory Reservations, Sponsored Territories, Exclusive Markets, artificial intelligence services, consulting services, training services, automation services, and all current and future products and Services offered by Reprosify.

61.2 Services Are Provided to Support Business Activities

Reprosify provides technology, software, professional services, marketing resources, lead generation tools, operational support, referral programs, automation systems, consulting, artificial intelligence solutions, and related business services intended to assist Customers in operating and growing their businesses.

The effectiveness of these Services depends upon numerous variables outside Reprosify’s reasonable control.

61.3 No Guarantee of Business Results

To the fullest extent permitted by applicable law, Reprosify does not guarantee that any Customer will achieve:

Increased revenue.
Increased profits.
Increased commissions.
Increased sales.
Increased listings.
Increased transactions.
Increased appointments.
Increased live transfers.
Increased qualified Leads.
Increased website traffic.
Increased search engine rankings.
Increased artificial intelligence visibility.
Increased customer engagement.
Increased brand recognition.
Increased conversion rates.
Increased market share.
Increased consumer inquiries.
Increased return on investment.
Increased productivity.
Increased operational efficiency.
Increased business growth.
Increased customer retention.
Increased profitability.
Any specific financial or commercial result.

Past performance, examples, demonstrations, testimonials, case studies, or marketing materials are illustrative only and do not guarantee similar outcomes.

61.4 No Guarantee of Lead Volume

Unless expressly stated in a separately executed written agreement, Reprosify does not guarantee:

A minimum number of Leads.
A maximum number of Leads.
Lead frequency.
Lead quality.
Lead exclusivity.
Lead conversion rates.
Consumer responsiveness.
Appointment scheduling.
Live transfer volume.
Transaction volume.
Listing volume.
Closed sales.
Commission income.

Lead generation is affected by consumer behavior, market conditions, advertising performance, competition, seasonality, geography, and numerous other variables beyond Reprosify’s reasonable control.

61.5 No Guarantee of Marketing Performance

Reprosify does not guarantee:

Advertising performance.
Search engine rankings.
Local search rankings.
Artificial intelligence rankings.
Website traffic.
Click-through rates.
Cost per lead.
Cost per acquisition.
Consumer engagement.
Campaign performance.
Social media reach.
Email open rates.
SMS response rates.
Marketing conversion rates.
Brand awareness.
Return on advertising spend.
Return on investment.

Marketing outcomes are inherently uncertain and depend upon numerous independent factors.

61.6 No Guarantee of Technology Performance

While Reprosify strives to provide reliable technology and commercially reasonable service levels, Reprosify does not guarantee that:

Software will operate without interruption.
Software will be error-free.
All defects will be corrected.
Every feature will operate in every environment.
Integrations will remain continuously available.
Third-party platforms will remain compatible.
APIs will remain unchanged.
Artificial intelligence systems will produce identical outputs.
Automation workflows will execute without interruption.
Reports will always be complete or error-free.
Data synchronization will occur without delay.

Technology services may be affected by maintenance, updates, third-party systems, internet availability, cybersecurity events, and other circumstances beyond Reprosify’s reasonable control.

61.7 Customer Performance

The Customer acknowledges that business success depends upon numerous factors within the Customer’s own control, including:

Professional skill.
Licensing.
Experience.
Responsiveness.
Availability.
Pricing strategies.
Customer service.
Sales ability.
Negotiation ability.
Marketing decisions.
Follow-up practices.
Local market knowledge.
Compliance with applicable law.
Business management.
Operational efficiency.
Independent business decisions.

Reprosify cannot control or guarantee the Customer’s performance.

61.8 Market Conditions

Business outcomes may be materially affected by circumstances beyond the reasonable control of either party, including:

Local market conditions.
National market conditions.
Consumer demand.
Interest rates.
Inflation.
Housing inventory.
Economic conditions.
Employment conditions.
Competition.
Regulatory changes.
Tax law changes.
Industry trends.
Natural disasters.
Public health events.
Force Majeure events.
Changes in technology.
Changes in consumer preferences.

Such conditions do not constitute a failure by Reprosify to perform its contractual obligations.

61.9 Third-Party Services

Many Reprosify Services rely upon third-party providers, including payment processors, internet service providers, cloud hosting providers, advertising platforms, search engines, social media platforms, artificial intelligence providers, mapping services, communications providers, CRM integrations, data providers, and other technology vendors.

Reprosify does not guarantee the availability, performance, policies, pricing, security, functionality, or continued operation of third-party products or services.

Changes made by third-party providers may affect Reprosify Services without constituting a breach of this Policy.

61.10 Customer Acknowledgment

By purchasing or using Reprosify Services, the Customer acknowledges and agrees that:

No specific business outcome has been promised unless expressly stated in a separately executed written agreement.
Reprosify has not guaranteed profitability.
Reprosify has not guaranteed commissions.
Reprosify has not guaranteed revenue.
Reprosify has not guaranteed Lead conversions.
Reprosify has not guaranteed customer acquisition.
Reprosify has not guaranteed market dominance.
The Customer has independently evaluated the suitability of the Services for the Customer’s business objectives.

61.11 No Basis for Refund

Except where expressly required by applicable law or a separately executed written agreement, dissatisfaction with business performance, marketing performance, Lead performance, referral performance, software performance, advertising performance, search rankings, artificial intelligence performance, customer acquisition, revenue, profitability, or other commercial outcomes shall not, by itself, constitute grounds for:

Refunds.
Credits.
Chargebacks.
Cancellation without applicable notice.
Rescission of the agreement.
Damages.
Reimbursement.
Reduction of Fees.

Refund eligibility shall be governed exclusively by the Refund Policy and applicable law.

61.12 Customer Assumption of Business Risk

The Customer acknowledges that operating a business involves inherent commercial risks, including the possibility that expected results may not be achieved.

Except as expressly provided in a separately executed written agreement, the Customer assumes responsibility for business decisions made in reliance upon Reprosify’s products or Services.

Nothing in this Section limits liability that cannot lawfully be excluded under applicable law.

61.13 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Marketing Fees.
Performance Fees.
Closing Fees.
Enterprise Services.
Custom Services.
Pricing.
Refund Policy.
No Refund Policy.
No Prorated Refunds.
Service Activation.
Commencement of Services.
Customer Responsibilities.
Delays Caused by Customer.
Fraud Prevention.
Abuse of Platform.
Terms of Service.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

61.14 Compliance with Applicable Law

Reprosify intends to administer this Chapter in accordance with applicable contract laws, consumer protection laws, advertising laws, commercial transaction laws, electronic commerce laws, real estate licensing laws, and other mandatory legal requirements.

Nothing in this Chapter is intended to disclaim liability for fraud, intentional misconduct, gross negligence where such disclaimer is prohibited, or any other liability that cannot legally be excluded or limited under applicable law.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

61.15 Survival

The provisions of this Chapter relating to limitation of liability, payment obligations, disclaimers, dispute resolution, record retention, audit rights, confidentiality, intellectual property, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, account closure, or completion of Services.

61.16 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its products, Services, Memberships, Subscription Plans, Enterprise Services, Custom Services, pricing models, technologies, software features, marketing methodologies, lead generation programs, referral systems, artificial intelligence capabilities, operational procedures, performance metrics, and business offerings with prospective effect.

Nothing contained in this Chapter shall be interpreted as creating a warranty, guarantee, promise, or representation that any Customer will achieve a particular business result, financial outcome, marketing objective, or commercial success through the use of Reprosify’s products or Services. Reprosify’s obligations are limited to providing the products and Services described in the applicable agreements, subject to the terms, limitations, and conditions of this Policy and applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 62. Disclaimers

62.1 Purpose

This Chapter establishes the general disclaimers, limitations, qualifications, and notices applicable to the products, Services, Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software platforms, websites, mobile applications, customer portals, lead generation services, referral programs, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, artificial intelligence services, CRM systems, consulting services, automation services, digital products, and all other current and future products and Services offered by Reprosify.

The purpose of this Chapter is to clearly define the scope of Reprosify’s obligations, identify matters beyond Reprosify’s reasonable control, clarify the nature of the Services provided, and reduce misunderstandings regarding customer expectations.

Nothing contained in this Chapter is intended to exclude or limit liability that cannot lawfully be excluded or limited under applicable law.

62.2 Services Provided Subject to Applicable Agreements

All Reprosify products and Services are provided subject to:

This Policy.
The Terms of Service.
The applicable Membership Agreement.
The applicable Subscription Agreement.
Enterprise Agreements.
Statements of Work.
Order Forms.
Sponsorship Agreements.
Privacy Policy.
Other applicable written agreements.

In the event of any inconsistency, the applicable agreement shall govern to the extent expressly provided therein.

62.3 No Warranty of Business Success

Except as expressly stated in a separately executed written agreement, Reprosify does not warrant, represent, or guarantee:

Business success.
Financial success.
Increased commissions.
Increased revenue.
Increased profitability.
Increased market share.
Consumer demand.
Customer retention.
Lead conversion.
Marketing performance.
Search engine rankings.
Artificial intelligence visibility.
Advertising performance.
Sales growth.
Commercial success.
Return on investment.
Any other business outcome.

Business results depend upon numerous factors beyond Reprosify’s reasonable control.

62.4 No Warranty of Continuous Availability

While Reprosify strives to maintain reliable Services, Reprosify does not warrant that the Platform or any Service will be:

Available at all times.
Free from interruptions.
Free from delays.
Free from maintenance periods.
Free from software defects.
Free from compatibility issues.
Free from security incidents.
Free from internet disruptions.
Free from third-party outages.
Free from Force Majeure events.

Temporary interruptions do not, by themselves, constitute a breach of this Policy.

62.5 Technology Disclaimer

Technology is inherently subject to limitations.

Accordingly, Reprosify does not warrant that:

Software will operate without error.
Every software defect will be corrected.
Every feature will operate in every environment.
Every browser or device will be fully compatible.
APIs will remain unchanged.
Integrations will remain continuously available.
Artificial intelligence systems will generate identical or error-free outputs.
Data synchronization will always occur immediately.
Third-party software will remain compatible.

Customers are responsible for maintaining commercially reasonable technology environments appropriate for the Services they use.

62.6 Third-Party Services Disclaimer

Many Reprosify Services depend upon third-party providers.

These providers may include:

Payment processors.
Financial institutions.
Cloud hosting providers.
Search engines.
Social media platforms.
Artificial intelligence providers.
Mapping providers.
Telecommunications providers.
Domain registrars.
Email providers.
SMS providers.
CRM integrations.
Data providers.
Government agencies.
Licensing authorities.
Other technology vendors.

Reprosify does not warrant the continued availability, pricing, policies, functionality, security, or performance of third-party products or Services.

Changes made by third-party providers may affect Reprosify Services without creating liability for Reprosify.

62.7 Information Disclaimer

Information provided through the Reprosify Platform, including reports, analytics, dashboards, marketing information, educational materials, templates, recommendations, artificial intelligence outputs, market information, and other content, is provided for general informational purposes only.

Customers remain solely responsible for independently evaluating the suitability, accuracy, completeness, and appropriateness of such information for their particular business circumstances.

62.8 No Legal, Tax, Financial, Brokerage, or Investment Advice

Unless expressly stated in a separately executed written agreement, Reprosify does not provide:

Legal advice.
Tax advice.
Accounting advice.
Financial advice.
Investment advice.
Insurance advice.
Brokerage advice.
Regulatory compliance advice.
Licensing advice.
Employment advice.
Professional consulting requiring licensure.

Customers should consult appropriately qualified professional advisors regarding matters requiring professional judgment.

62.9 Customer Decisions

Customers remain solely responsible for their own:

Business decisions.
Pricing decisions.
Marketing decisions.
Hiring decisions.
Sales decisions.
Negotiation decisions.
Licensing decisions.
Compliance decisions.
Financial decisions.
Consumer communications.
Contract negotiations.
Operational decisions.

Reprosify does not assume responsibility for decisions independently made by Customers.

62.10 Consumer Interactions

Reprosify does not guarantee the conduct, intentions, financial ability, responsiveness, or suitability of any consumer, prospect, Lead, Referral, client, customer, vendor, contractor, sponsor, brokerage, or other third party introduced through the Platform.

Customers remain responsible for conducting their own independent due diligence before entering into any transaction or business relationship.

62.11 No Guarantee of Exclusivity

Unless expressly granted in a separately executed written agreement, nothing in this Policy guarantees:

Exclusive territories.
Exclusive consumers.
Exclusive Leads.
Exclusive referrals.
Exclusive advertising rights.
Exclusive search visibility.
Exclusive marketing opportunities.
Exclusive geographic rights.

All exclusivity rights are limited to the specific terms expressly identified in the governing agreement.

62.12 Beta Features and Experimental Services

Reprosify may offer beta features, pilot programs, preview releases, artificial intelligence capabilities, experimental technologies, or other pre-release functionality.

Such features may be modified, suspended, discontinued, replaced, or withdrawn at any time.

Beta or experimental features may contain defects, incomplete functionality, evolving capabilities, or performance limitations.

Customers voluntarily use such features with knowledge of their experimental nature.

62.13 Regulatory Compliance Disclaimer

Customers remain solely responsible for complying with:

Real estate licensing laws.
Advertising regulations.
Consumer protection laws.
Privacy laws.
Data protection laws.
Marketing regulations.
Anti-spam laws.
Tax laws.
Employment laws.
Professional standards.
Industry regulations.
Other legal obligations applicable to their businesses.

Use of Reprosify Services does not relieve Customers of their independent legal responsibilities.

62.14 Force Majeure Disclaimer

Reprosify shall not be responsible for delays, interruptions, or inability to perform caused by events beyond its reasonable control, including:

Natural disasters.
Floods.
Fires.
Earthquakes.
Severe weather.
War.
Terrorism.
Civil unrest.
Labor disputes.
Internet outages.
Utility failures.
Government actions.
Public health emergencies.
Cybersecurity incidents.
Failures of third-party providers.
Supply chain disruptions.
Other Force Majeure events.

Performance shall be excused only for the duration and extent reasonably affected by the Force Majeure event.

62.15 Customer Acknowledgment

By purchasing or using Reprosify Services, the Customer acknowledges and agrees that:

The Customer has independently evaluated the suitability of the Services.
The Customer has not relied upon any promise not expressly contained in the governing agreements.
The Customer understands that business outcomes cannot be guaranteed.
The Customer accepts the inherent risks associated with business, marketing, technology, and real estate activities.
The Customer understands that no oral statement, advertisement, demonstration, sales presentation, testimonial, or marketing material shall modify this Policy unless expressly incorporated into a written agreement executed by an authorized representative of Reprosify.

62.16 Relationship to Other Chapters

This Chapter shall be interpreted together with:

No Performance Guarantee.
Marketing Fees.
Performance Fees.
Closing Fees.
Refund Policy.
No Refund Policy.
Customer Responsibilities.
Fraud Prevention.
Abuse of Platform.
Service Suspension.
Terms of Service.
Privacy Policy.
Limitation of Liability.
Indemnification.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

62.17 Compliance with Applicable Law

This Chapter shall be interpreted and enforced in accordance with applicable contract laws, consumer protection laws, commercial transaction laws, electronic commerce laws, advertising laws, real estate licensing laws, privacy laws, and other mandatory legal requirements.

Nothing contained in this Chapter shall be interpreted as excluding or limiting liability for:

Fraud.
Intentional misconduct.
Willful misconduct.
Gross negligence where such limitation is prohibited.
Death or personal injury caused by negligence where such limitation is prohibited.
Any other liability that cannot legally be excluded or limited under applicable law.

If any disclaimer is determined to be unenforceable, the remaining provisions of this Chapter shall continue in full force and effect to the maximum extent permitted by law.

62.18 Survival

The provisions of this Chapter relating to disclaimers, payment obligations, limitation of liability, confidentiality, intellectual property, dispute resolution, record retention, audit rights, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, account closure, or completion of Services.

62.19 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, revise, or discontinue its products, Services, Membership Plans, Subscription Plans, Enterprise Services, software platforms, technologies, operational procedures, pricing models, marketing methodologies, artificial intelligence capabilities, reporting systems, documentation, policies, and business offerings with prospective effect.

Nothing contained in this Chapter shall be interpreted as creating any warranty, guarantee, representation, promise, or obligation beyond those expressly set forth in the applicable written agreements. All rights, remedies, defenses, limitations, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 63. Data Retention

63.1 Purpose

This Chapter establishes the policies governing the collection, retention, storage, preservation, archiving, retrieval, deletion, destruction, export, and management of Customer data, business records, billing information, platform records, and other information maintained by Reprosify in connection with its products and Services.

The purpose of this Chapter is to establish commercially reasonable data retention practices that support business operations, contractual performance, fraud prevention, dispute resolution, regulatory compliance, accounting, taxation, auditing, cybersecurity, and legal obligations while providing Customers with reasonable notice regarding the handling of their information.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, CRM platforms, websites, customer portals, lead generation systems, referral programs, artificial intelligence services, software platforms, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, and all current and future products and Services offered by Reprosify.

63.2 Categories of Data

For purposes of this Policy, Customer Data may include, without limitation:

Account registration information.
Customer profile information.
Billing records.
Payment authorizations.
Payment history.
Invoices.
Receipts.
Contracts.
Membership records.
Subscription records.
Enterprise Agreements.
Statements of Work.
Order Forms.
Lead records.
Referral records.
Lead routing history.
Referral Attribution records.
Referral Coverage Period records.
Closing Fee records.
Performance Fee records.
Marketing campaign information.
CRM records.
Customer support records.
Email communications.
SMS communications.
Chat communications.
Call recordings where lawfully maintained.
Voicemail recordings.
Notes entered into the Platform.
Artificial intelligence interactions.
Workflow histories.
Automation records.
Website content.
Uploaded documents.
Images.
Videos.
Technical logs.
Authentication records.
Audit logs.
API activity.
Device information where lawfully collected.
IP address information where lawfully collected.
Security records.
Compliance records.
Other business records maintained in connection with the Services.

The foregoing list is illustrative and not exhaustive.

63.3 Business Purpose for Retention

Reprosify may retain Customer Data for legitimate business purposes, including:

Providing Services.
Account administration.
Billing administration.
Payment processing.
Contract administration.
Customer support.
Technical support.
Fraud prevention.
Identity verification.
Security monitoring.
Cybersecurity.
Quality assurance.
Product improvement.
Business analytics.
Reporting.
Accounting.
Tax compliance.
Audit compliance.
Regulatory compliance.
Dispute resolution.
Litigation management.
Insurance matters.
Enforcement of contractual rights.
Protection of intellectual property.
Other lawful business purposes.

63.4 Retention Periods

Reprosify may retain Customer Data for as long as reasonably necessary to:

Provide Services.
Fulfill contractual obligations.
Comply with applicable law.
Satisfy accounting requirements.
Satisfy tax obligations.
Respond to legal process.
Resolve disputes.
Investigate fraud.
Protect consumers.
Enforce agreements.
Preserve business records.
Maintain operational continuity.

Different categories of data may be retained for different periods based upon their nature and applicable legal or operational requirements.

63.5 Customer Responsibility to Retain Data

Customers are solely responsible for maintaining independent copies of information important to their business.

Before cancellation, suspension, expiration, termination, account closure, or migration to another platform, Customers should export or download any data they wish to retain, to the extent export functionality is available.

Reprosify is not responsible for losses resulting from a Customer’s failure to preserve desired information before access ends.

63.6 Data Following Cancellation or Termination

Following cancellation, expiration, suspension, non-renewal, or termination, Reprosify may, subject to applicable law:

Restrict Customer access.
Disable user accounts.
Disable CRM access.
Archive Customer Data.
Preserve business records.
Retain legally required records.
Retain billing records.
Retain payment records.
Retain audit logs.
Retain security records.
Delete Customer content.
Permanently destroy Customer Data after applicable retention periods.
Continue retaining information necessary to enforce surviving contractual obligations.

Former Customers shall not have an automatic right to continued access following termination.

63.7 Archived Data

Archived data may not remain immediately accessible through normal Customer interfaces.

Reprosify is not obligated to restore archived information, retrieve historical records, or reconstruct deleted content unless required by applicable law or expressly agreed in writing.

Where restoration services are offered, additional administrative or professional service fees may apply if disclosed in advance and permitted by applicable law.

63.8 Legal Holds

Notwithstanding any other provision of this Policy, Reprosify may preserve Customer Data for longer than ordinary retention periods where reasonably necessary in connection with:

Litigation.
Arbitration.
Mediation.
Government investigations.
Regulatory inquiries.
Court orders.
Preservation requests.
Fraud investigations.
Payment disputes.
Chargebacks.
Insurance claims.
Audit requirements.
Other legal or regulatory obligations.

Such records may be retained until the applicable matter has been resolved or longer where required by law.

63.9 Financial Records

Reprosify may retain financial records, including billing information, invoices, payment authorizations, transaction histories, tax records, and accounting records for the period reasonably necessary to satisfy legal, tax, accounting, auditing, contractual, and operational requirements.

The deletion of an Account does not require deletion of financial records that Reprosify is legally entitled or required to retain.

63.10 Fraud Prevention Records

Records relating to fraud prevention, cybersecurity, account security, identity verification, payment verification, investigations, Chargeback Abuse, Platform Abuse, and similar matters may be retained for as long as reasonably necessary to:

Prevent fraud.
Detect recurring abuse.
Protect Customers.
Protect consumers.
Respond to payment disputes.
Defend legal claims.
Enforce contractual rights.
Comply with legal obligations.

63.11 Customer Requests for Data

Subject to applicable law, privacy obligations, confidentiality requirements, intellectual property rights, security considerations, and the rights of third parties, Customers may request access to certain information maintained by Reprosify.

Reprosify may decline, limit, or condition such requests where permitted by applicable law, including where disclosure would:

Compromise security.
Reveal confidential business information.
Reveal proprietary technology.
Affect the privacy rights of others.
Interfere with investigations.
Violate contractual obligations.
Conflict with legal requirements.

63.12 Secure Disposal

When Customer Data is no longer required for legitimate business or legal purposes, Reprosify may securely delete, anonymize, archive, overwrite, destroy, or otherwise dispose of such information using commercially reasonable methods appropriate to the nature of the data.

Reprosify does not guarantee that deleted information can later be recovered.

63.13 Customer Acknowledgment

By using Reprosify Services, the Customer acknowledges and agrees that:

Reprosify is not a permanent data storage provider.
Customers are responsible for maintaining their own business records.
Data may become inaccessible after cancellation or termination.
Archived information may not be immediately recoverable.
Certain information may be retained after account closure for legal, contractual, operational, accounting, tax, fraud prevention, security, and regulatory purposes.
Deletion of an Account does not necessarily require deletion of all associated records.

63.14 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Privacy Policy.
Customer Responsibilities.
Cancellation Policy.
Effective Date of Cancellation.
Service Suspension.
Termination by Customer.
Termination by Reprosify.
Immediate Termination.
Fraud Prevention.
Chargeback Abuse.
Abuse of Platform.
Collection Rights.
Recordkeeping.
Confidentiality.
Audit Rights.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

63.15 Compliance with Applicable Law

Reprosify intends to administer its data retention practices in accordance with applicable privacy laws, data protection laws, consumer protection laws, commercial transaction laws, electronic commerce laws, tax regulations, accounting requirements, cybersecurity obligations, real estate licensing requirements, litigation preservation obligations, and other mandatory legal requirements.

Where applicable law grants Customers specific rights regarding access, correction, deletion, portability, restriction of processing, or similar rights, Reprosify will evaluate and respond to such requests in accordance with applicable law, subject to lawful exceptions.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

63.16 Survival

The provisions of this Chapter relating to financial records, billing records, payment authorizations, audit logs, fraud investigations, security records, dispute resolution, litigation holds, tax records, accounting records, confidentiality, intellectual property, limitation of liability, Collection Rights, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, account closure, completion of Services, or expiration of any Membership or Subscription to the fullest extent permitted by applicable law.

63.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its data retention schedules, archival procedures, backup practices, record management standards, data preservation protocols, deletion processes, restoration procedures, storage technologies, security controls, and operational workflows with prospective effect.

Nothing contained in this Chapter shall be interpreted as requiring Reprosify to retain Customer Data indefinitely, restore deleted information, or provide continued access to records after cancellation or termination except as expressly required by applicable law or a separately executed written agreement. Reprosify retains the right to preserve, archive, disclose, or dispose of information as reasonably necessary to fulfill its contractual obligations, protect its legal rights, comply with applicable law, safeguard the Platform, and support legitimate business operations. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 64. Exporting Data

64.1 Purpose

This Chapter establishes the policies governing the export, retrieval, transfer, download, migration, and delivery of Customer Data maintained by Reprosify in connection with its Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software platforms, CRM systems, customer portals, lead generation services, referral programs, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, artificial intelligence services, and all current and future products and Services.

The purpose of this Chapter is to define the rights and responsibilities of Customers regarding the export of Customer Data while protecting the security, integrity, confidentiality, proprietary technology, intellectual property, and operational stability of the Reprosify Platform.

This Chapter applies throughout the Customer relationship, including during active Services, suspension, cancellation, non-renewal, expiration, termination, migration to another platform, and account closure.

64.2 Customer Responsibility

Customers are solely responsible for maintaining independent copies of information important to their business.

Customers are encouraged to regularly export or download any information they wish to retain while their Account remains active and in good standing.

Reprosify shall not be responsible for losses resulting from a Customer’s failure to export desired information before access to the applicable Services ends.

64.3 Export During Active Services

Subject to the capabilities of the applicable Service and compliance with this Policy, Customers may export certain Customer Data while their Account is active and in good standing.

Export functionality may vary depending upon:

The applicable Membership Plan.
Subscription Plan.
Enterprise Agreement.
Software platform.
Product features.
Third-party integrations.
Technical limitations.
Security requirements.
Applicable law.

Not all information maintained within the Platform may be available for export.

64.4 Export Requests

Where self-service export functionality is unavailable, Customers may submit a written request for the export of eligible Customer Data.

Reprosify may require commercially reasonable verification of:

Customer identity.
Account ownership.
Authorized representative status.
Payment status.
Compliance with applicable agreements.
Other information reasonably necessary to protect Customer information and Platform security.

Export requests may be denied, delayed, or limited until verification has been completed.

64.5 Export Formats

Customer Data may be exported only in formats supported by Reprosify at the time of the request.

Reprosify does not guarantee the availability of any particular:

File format.
Database format.
CRM migration format.
Application programming interface.
Integration.
Data mapping.
Metadata structure.
Historical format.
Third-party compatibility.

Reprosify may modify supported export formats as its technology evolves.

64.6 Data Eligible for Export

Subject to applicable law, security requirements, confidentiality obligations, and technical limitations, exportable information may include certain Customer-generated or Customer-provided information, including, where available:

Contact records.
Customer profile information.
CRM records.
Lead records.
Notes.
Marketing assets uploaded by the Customer.
Workflow information.
Reports.
Documents uploaded by the Customer.
Other Customer Data supported by the Platform.

Availability of specific categories of data may vary depending upon the applicable Service.

64.7 Data Not Eligible for Export

Unless expressly required by applicable law or a separately executed written agreement, Reprosify is not obligated to export:

Proprietary software.
Source code.
Artificial intelligence models.
Machine learning systems.
Proprietary algorithms.
Internal scoring models.
Lead routing methodologies.
Referral attribution methodologies.
Fraud detection systems.
Security logs.
Internal audit records.
Internal compliance records.
Internal communications.
Business analytics developed by Reprosify.
Proprietary reports.
System configuration files.
Internal operational documentation.
Information belonging to other Customers.
Information protected by confidentiality obligations.
Information restricted by law.
Information owned by third-party providers.
Other proprietary or confidential business information.

Nothing in this Section limits rights granted under applicable privacy or data protection laws.

64.8 Timing of Export Requests

Export requests should be submitted before:

Cancellation.
Non-renewal.
Suspension.
Expiration.
Termination.
Account closure.
Migration to another platform.

Following termination or account closure, Reprosify may no longer be able to provide access to Customer Data or perform export requests.

64.9 Administrative Fees

Where substantial manual effort, technical services, custom development, data mapping, restoration from archives, or special processing is required to fulfill an export request, Reprosify may charge reasonable Administrative Fees or Professional Service Fees, provided such fees are disclosed in advance and permitted by applicable law.

Routine self-service exports available through the Platform shall not be subject to additional fees unless otherwise disclosed.

64.10 Archived Information

Information that has been archived, deleted, anonymized, overwritten, or otherwise removed pursuant to Reprosify’s Data Retention Policy may not be available for export.

Reprosify is not obligated to restore archived information solely for the purpose of creating an export unless expressly agreed in writing or required by applicable law.

64.11 Security of Exported Data

Once Customer Data has been exported or delivered to the Customer or the Customer’s authorized representative, the Customer assumes responsibility for:

Secure storage.
Secure transmission.
Access control.
Backup.
Encryption where appropriate.
Compliance with applicable privacy laws.
Compliance with applicable data protection laws.
Compliance with contractual obligations owed to third parties.

Reprosify shall not be responsible for unauthorized access, disclosure, alteration, or loss occurring after the exported data has been delivered.

64.12 Third-Party Migrations

At the Customer’s request, Reprosify may, where technically feasible and expressly agreed, assist with the migration of eligible Customer Data to third-party platforms.

Unless otherwise provided in a separately executed written agreement:

Migration assistance is provided on a commercially reasonable efforts basis.
Reprosify does not guarantee compatibility with third-party systems.
Reprosify does not guarantee successful data mapping.
Reprosify is not responsible for limitations imposed by third-party platforms.
Additional Professional Service Fees may apply where disclosed in advance.

64.13 Customer Acknowledgment

By using Reprosify Services, the Customer acknowledges and agrees that:

The Customer is responsible for exporting desired information before cancellation or termination.
Export functionality may vary among products and Services.
Certain information may not be exportable due to legal, technical, security, confidentiality, or proprietary limitations.
Exported information may require additional formatting before use with third-party systems.
Reprosify does not guarantee compatibility with any third-party software or service.

64.14 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Data Retention.
Customer Responsibilities.
Account Registration.
Service Suspension.
Termination by Customer.
Termination by Reprosify.
Immediate Termination.
Cancellation Policy.
Effective Date of Cancellation.
Fraud Prevention.
Abuse of Platform.
Privacy Policy.
Confidentiality.
Intellectual Property.
Recordkeeping.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

64.15 Compliance with Applicable Law

Reprosify intends to administer Customer Data export requests in accordance with applicable privacy laws, data protection laws, consumer protection laws, commercial transaction laws, electronic commerce laws, cybersecurity requirements, contractual obligations, and other mandatory legal requirements.

Where applicable law grants Customers specific rights regarding access, portability, or export of personal information, Reprosify will evaluate and respond to such requests in accordance with applicable law, subject to lawful exceptions protecting confidential information, intellectual property, trade secrets, security, and the rights of third parties.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

64.16 Survival

The provisions of this Chapter relating to confidentiality, intellectual property, payment obligations, Administrative Fees, record retention, audit rights, dispute resolution, limitation of liability, security obligations, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, account closure, completion of Services, or expiration of any Membership or Subscription.

64.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its data export functionality, migration tools, supported export formats, technical procedures, authentication requirements, security protocols, administrative processes, and operational workflows with prospective effect.

Nothing contained in this Chapter shall be interpreted as requiring Reprosify to provide unlimited exports, custom data conversions, proprietary software, source code, internal business records, confidential information, or technical assistance beyond that required by applicable law or a separately executed written agreement. Reprosify retains the right to protect its intellectual property, trade secrets, Platform security, operational integrity, and the privacy rights of Customers and third parties while facilitating reasonable access to eligible Customer Data. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 65. Account Deletion

65.1 Purpose

This Chapter establishes the policies governing the deletion, closure, deactivation, removal, retirement, and permanent disposition of Customer Accounts maintained by Reprosify in connection with its Membership Plans, Subscription Plans, Enterprise Services, Custom Services, CRM platforms, customer portals, software applications, lead generation services, referral programs, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, artificial intelligence services, websites, mobile applications, and all current and future products and Services.

The purpose of this Chapter is to define the procedures, legal consequences, responsibilities, and continuing obligations associated with Account Deletion while protecting Reprosify’s contractual rights, business records, intellectual property, legal compliance obligations, and the integrity of the Reprosify Platform.

This Chapter applies to all Customers regardless of the reason for Account Deletion.

65.2 Definition of Account Deletion

For purposes of this Policy, “Account Deletion” means the permanent closure, retirement, removal, disabling, or decommissioning of a Customer Account within the Reprosify Platform.

Account Deletion may occur following:

Customer request.
Cancellation.
Non-renewal.
Expiration.
Termination by Customer.
Termination by Reprosify.
Immediate Termination.
Extended inactivity.
Fraud investigations.
Abuse of Platform.
Legal requirements.
Operational requirements.
Other commercially reasonable business circumstances.

Account Deletion is an administrative process and does not, by itself, alter contractual rights or obligations unless expressly stated in this Policy or required by applicable law.

65.3 Account Deletion Does Not Constitute Cancellation

Deletion of an Account is separate from cancellation of Services.

Deleting or requesting deletion of an Account does not automatically:

Cancel a Membership.
Cancel a Subscription.
Cancel recurring billing.
Terminate an agreement.
Prevent Automatic Renewal.
Release payment obligations.
Eliminate accrued Fees.
Eliminate Closing Fees.
Eliminate Performance Fees.
Eliminate Referral Attribution.
Eliminate Referral Coverage Period obligations.
Create refund rights.
Create credit rights.

Customers seeking to discontinue Services must comply with the applicable Cancellation Policy.

65.4 Eligibility for Account Deletion

Reprosify may decline, delay, or condition an Account Deletion request where reasonably necessary to:

Verify identity.
Verify Account ownership.
Confirm authorization.
Complete billing reconciliation.
Resolve outstanding invoices.
Complete fraud investigations.
Preserve evidence.
Comply with legal obligations.
Preserve records subject to litigation or regulatory requirements.
Protect other Customers.
Protect Platform security.
Complete pending contractual obligations.

Account Deletion may occur only after these matters have been satisfactorily addressed where appropriate.

65.5 Customer Responsibilities Before Account Deletion

Before requesting Account Deletion, Customers are responsible for:

Exporting desired Customer Data.
Downloading reports.
Downloading documents.
Downloading CRM records.
Downloading marketing assets.
Downloading invoices.
Downloading receipts.
Saving communications they wish to retain.
Updating payment obligations.
Paying outstanding balances.
Completing required reporting obligations.
Reviewing the consequences of Account Deletion.

Failure to export desired information before deletion may result in permanent loss of access.

65.6 Effect of Account Deletion

Following Account Deletion, Reprosify may:

Disable Customer login credentials.
Disable CRM access.
Disable customer portal access.
Disable administrative privileges.
Remove API access.
Remove integrations.
Remove user permissions.
Disable software licenses.
Archive business records.
Preserve financial records.
Preserve audit records.
Preserve legally required records.
Permanently delete Customer-generated content following applicable retention periods.
Reassign Territories.
Release Sponsored Territories.
Release Exclusive Markets.
Exercise any other rights available under this Policy or applicable agreements.

Former Customers shall no longer have routine access to deleted Accounts unless otherwise required by applicable law.

65.7 No Deletion of Financial Records

Account Deletion does not require Reprosify to delete records relating to:

Billing.
Payments.
Invoices.
Receipts.
Taxes.
Accounting.
Chargebacks.
ACH transactions.
Collection activities.
Audit records.
Contracts.
Payment authorizations.
Other financial or contractual records that Reprosify is legally entitled or required to retain.

Such records may be retained in accordance with the Data Retention Policy and applicable law.

65.8 No Deletion of Records Required for Legal Purposes

Reprosify may retain information following Account Deletion where reasonably necessary for:

Litigation.
Arbitration.
Mediation.
Regulatory investigations.
Government inquiries.
Court orders.
Fraud investigations.
Chargeback disputes.
Insurance claims.
Intellectual property protection.
Enforcement of agreements.
Compliance with legal obligations.
Other legitimate business purposes permitted by applicable law.

Retention of such records does not constitute continued provision of Services.

65.9 No Obligation to Restore Deleted Accounts

Once an Account has been permanently deleted, Reprosify is not obligated to restore:

User Accounts.
CRM records.
Marketing campaigns.
Workflow histories.
Automation records.
Reports.
Customer content.
Communications.
Uploaded files.
Configuration settings.
Other deleted information.

Where restoration is technically possible and expressly approved by Reprosify, additional Professional Service Fees or Administrative Fees may apply if disclosed in advance and permitted by applicable law.

65.10 Future Participation

Following Account Deletion, a former Customer may apply for a new Account.

Approval shall be subject to:

Current eligibility requirements.
Identity verification.
Market availability.
Compliance review.
Resolution of outstanding balances.
Updated agreements.
Then-current pricing.
New onboarding requirements.
Other commercially reasonable criteria established by Reprosify.

A deleted Account does not create any right to future participation.

65.11 Customer Acknowledgment

By requesting or permitting Account Deletion, the Customer acknowledges and agrees that:

Account Deletion may permanently eliminate access to Customer information.
Certain records may continue to be retained after deletion.
Account Deletion does not eliminate contractual obligations that survive.
Outstanding balances remain payable.
Referral Attribution may continue.
Referral Coverage Period obligations may continue.
Closing Fees and Performance Fees may remain payable.
Deleted information may not be recoverable.
Account Deletion may require creation of a new Account for future participation.

65.12 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Data Retention.
Exporting Data.
Customer Responsibilities.
Cancellation Policy.
Cancellation Form Requirements.
Effective Date of Cancellation.
Service Suspension.
Termination by Customer.
Termination by Reprosify.
Immediate Termination.
Fraud Prevention.
Chargeback Abuse.
Abuse of Platform.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Collection Rights.
Privacy Policy.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

65.13 Compliance with Applicable Law

Reprosify intends to administer Account Deletion requests in accordance with applicable contract laws, consumer protection laws, privacy laws, data protection laws, electronic commerce laws, commercial transaction laws, tax regulations, accounting requirements, cybersecurity obligations, and other mandatory legal requirements.

Where applicable law grants Customers rights relating to deletion of personal information, Reprosify will evaluate such requests in accordance with applicable law, subject to lawful exceptions permitting continued retention for contractual performance, legal compliance, fraud prevention, security, accounting, taxation, dispute resolution, enforcement, and the protection of legal rights.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

65.14 Survival

The provisions of this Chapter relating to payment obligations, outstanding invoices, financial records, Referral Attribution, Referral Coverage Period, Lead Ownership, Closing Fees, Performance Fees, confidentiality, intellectual property, audit rights, dispute resolution, record retention, limitation of liability, Collection Rights, legal compliance, and any other provisions that by their nature should survive shall remain in effect following Account Deletion to the fullest extent permitted by applicable law.

65.15 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its Account Deletion procedures, identity verification requirements, administrative workflows, retention schedules, restoration practices, security controls, eligibility standards, and operational processes with prospective effect.

Nothing contained in this Chapter shall be interpreted as requiring Reprosify to immediately delete all information associated with a Customer Account, erase records that Reprosify is legally entitled or required to retain, restore deleted Accounts, or release Customers from obligations that survive cancellation, suspension, expiration, termination, or Account Deletion. Reprosify retains the right to preserve, archive, retain, disclose, or securely dispose of records as reasonably necessary to fulfill contractual obligations, protect its legal rights, comply with applicable law, safeguard the Platform, and support legitimate business operations. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 66. Record Retention

66.1 Purpose

This Chapter establishes the policies governing the creation, maintenance, preservation, storage, retention, archival, retrieval, protection, and lawful disposal of business records maintained by Reprosify in connection with its Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software platforms, CRM systems, customer portals, payment processing, lead generation programs, referral programs, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, artificial intelligence services, consulting services, websites, applications, and all current and future products and Services.

The purpose of this Chapter is to preserve records necessary for contractual performance, business administration, accounting, taxation, fraud prevention, cybersecurity, dispute resolution, legal compliance, regulatory obligations, auditing, insurance, and the protection of Reprosify’s legal and commercial interests.

This Chapter applies to all records created or maintained by Reprosify regardless of storage medium or format.

66.2 Definition of Business Records

For purposes of this Policy, “Business Records” include all information created, received, maintained, stored, archived, or otherwise preserved by Reprosify in connection with its business operations.

Business Records may exist in electronic, digital, written, printed, audio, video, photographic, or other commercially recognized formats.

66.3 Categories of Records

Business Records may include, without limitation:

Membership Agreements.
Subscription Agreements.
Enterprise Agreements.
Statements of Work.
Order Forms.
Cancellation Forms.
Billing records.
Payment authorizations.
Credit card authorization records.
ACH authorization records.
Invoices.
Receipts.
Transaction histories.
Accounting records.
Tax records.
Audit records.
Customer communications.
Email communications.
SMS communications.
Chat records.
Customer support records.
Technical support records.
CRM records.
Lead records.
Referral records.
Lead routing history.
Referral Attribution records.
Referral Coverage Period documentation.
Closing Fee documentation.
Performance Fee documentation.
Marketing records.
Territory Reservation records.
Sponsored Territory records.
Exclusive Market records.
Compliance records.
Identity verification records.
Licensing verification records.
Fraud investigation records.
Chargeback records.
Collection records.
Security logs.
Authentication records.
Access logs.
Call recordings where lawfully maintained.
Voicemail recordings.
Artificial intelligence interaction logs.
Workflow histories.
Automation records.
Internal approval records.
Operational records.
Other business records maintained in connection with the operation of the Reprosify Platform.

The foregoing list is illustrative and not exhaustive.

66.4 Business Purpose for Record Retention

Reprosify retains Business Records for legitimate business purposes, including:

Contract administration.
Service delivery.
Customer support.
Billing administration.
Payment processing.
Accounting.
Tax reporting.
Financial reporting.
Internal auditing.
External auditing.
Fraud prevention.
Identity verification.
Cybersecurity.
Operational management.
Quality assurance.
Business continuity.
Regulatory compliance.
Litigation management.
Arbitration.
Mediation.
Insurance matters.
Protection of intellectual property.
Enforcement of contractual rights.
Other lawful business purposes.

66.5 Retention Periods

Business Records may be retained for as long as reasonably necessary to:

Fulfill contractual obligations.
Protect legal rights.
Resolve disputes.
Comply with applicable law.
Satisfy accounting requirements.
Satisfy tax obligations.
Respond to legal process.
Support insurance claims.
Preserve audit trails.
Investigate fraud.
Maintain operational continuity.
Protect Platform security.

Different categories of Business Records may be retained for different periods depending upon their nature and applicable legal, regulatory, accounting, operational, or contractual requirements.

66.6 Legal Holds

Notwithstanding any other provision of this Policy, Reprosify may preserve Business Records beyond ordinary retention periods whenever reasonably necessary in connection with:

Pending litigation.
Threatened litigation.
Arbitration.
Mediation.
Government investigations.
Regulatory inquiries.
Court orders.
Preservation notices.
Fraud investigations.
Chargeback investigations.
Insurance claims.
Tax audits.
Financial audits.
Other legal or regulatory proceedings.

Such records may be retained until the applicable matter has been fully resolved or longer where required by applicable law.

66.7 Integrity of Records

Reprosify may implement commercially reasonable administrative, technical, and organizational safeguards designed to preserve the integrity, authenticity, reliability, and accessibility of Business Records.

Such safeguards may include:

Access controls.
Audit logs.
Backup systems.
Encryption where appropriate.
Version control.
Security monitoring.
Disaster recovery procedures.
Other commercially reasonable record management practices.

66.8 Preservation of Electronic Records

Electronic Business Records may be maintained using:

Cloud storage.
Secure databases.
Accounting systems.
CRM platforms.
Payment processing systems.
Document management systems.
Email systems.
Customer support systems.
Backup repositories.
Other commercially reasonable technologies.

Electronic records shall be treated as Business Records to the same extent as paper records where permitted by applicable law.

66.9 Customer Access to Records

Customers may request access to certain Business Records relating to their own Accounts, subject to:

Applicable law.
Privacy obligations.
Confidentiality obligations.
Security requirements.
Intellectual property protections.
Payment status.
Identity verification.
Rights of third parties.
Applicable agreements.

Reprosify may decline, limit, redact, or condition access where permitted by applicable law.

Nothing in this Chapter obligates Reprosify to disclose proprietary business records, trade secrets, internal analyses, legal advice, internal investigations, security procedures, or confidential information belonging to other Customers or third parties.

66.10 Record Destruction

When Business Records are no longer reasonably necessary for legitimate business or legal purposes, Reprosify may securely:

Delete records.
Destroy records.
Archive records.
Anonymize records.
Overwrite electronic records.
Dispose of physical records.
Remove obsolete records.
Use other commercially reasonable methods of secure disposal.

Reprosify is not obligated to retain Business Records indefinitely unless required by applicable law or a separately executed written agreement.

66.11 Evidentiary Use

Business Records maintained by Reprosify may be used, to the fullest extent permitted by applicable law, for purposes including:

Verification of contractual performance.
Billing verification.
Payment verification.
Audit activities.
Fraud investigations.
Chargeback responses.
Collection activities.
Regulatory compliance.
Arbitration.
Mediation.
Litigation.
Insurance matters.
Enforcement of contractual rights.
Protection of intellectual property.
Resolution of customer disputes.

Customers acknowledge that electronic Business Records, audit logs, electronically stored information, electronic communications, electronic signatures, payment authorizations, and system-generated records may be relied upon as evidence to the extent permitted by applicable law.

66.12 Customer Responsibilities

Customers remain responsible for maintaining their own business records necessary to support their operations, regulatory obligations, accounting, taxation, licensing, reporting, and legal compliance.

Reprosify is not a records custodian for the Customer’s independent business activities and does not guarantee permanent preservation of Customer-generated information beyond the requirements of this Policy and applicable law.

66.13 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Data Retention.
Exporting Data.
Account Deletion.
Customer Responsibilities.
Fraud Prevention.
Chargeback Abuse.
Collection Rights.
Cancellation Policy.
Service Suspension.
Termination by Customer.
Termination by Reprosify.
Immediate Termination.
Privacy Policy.
Confidentiality.
Audit Rights.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

66.14 Compliance with Applicable Law

Reprosify intends to administer its record retention practices in accordance with applicable contract laws, commercial transaction laws, electronic commerce laws, privacy laws, data protection laws, tax regulations, accounting standards, evidentiary rules, cybersecurity requirements, real estate licensing requirements, and other mandatory legal requirements.

Where applicable law requires preservation, production, correction, or destruction of particular records, Reprosify will administer such records in accordance with applicable law.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

66.15 Survival

The provisions of this Chapter relating to Business Records, billing records, payment records, contractual documentation, audit trails, litigation holds, fraud investigations, confidentiality, intellectual property, dispute resolution, Collection Rights, limitation of liability, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, account closure, completion of Services, or expiration of any Membership or Subscription to the fullest extent permitted by applicable law.

66.16 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its record management practices, retention schedules, archival procedures, document preservation standards, storage technologies, evidentiary protocols, disaster recovery procedures, security controls, and administrative workflows with prospective effect.

Nothing contained in this Chapter shall be interpreted as requiring Reprosify to retain Business Records indefinitely, disclose proprietary internal records, or destroy records that Reprosify is legally entitled or required to preserve. Reprosify retains the right to create, preserve, archive, disclose, produce, or securely dispose of Business Records as reasonably necessary to fulfill contractual obligations, protect its legal rights, comply with applicable law, support regulatory and financial requirements, and operate its business. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 67. Audit Rights

67.1 Purpose

This Chapter establishes the policies governing Reprosify’s contractual audit rights, verification rights, inspection rights, record review rights, compliance review procedures, financial verification, transaction verification, reporting verification, and related administrative procedures applicable to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software platforms, CRM systems, referral programs, lead generation programs, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, artificial intelligence services, consulting services, and all current and future products and Services offered by Reprosify.

The purpose of this Chapter is to protect the integrity of the Reprosify Platform, verify compliance with applicable agreements, ensure accurate payment of Fees, detect fraud, prevent abuse, resolve disputes, safeguard Customers and consumers, and preserve Reprosify’s contractual and legal rights.

This Chapter applies throughout the Customer relationship and, where applicable, after suspension, cancellation, expiration, non-renewal, termination, or Account Deletion to the extent necessary to verify compliance with surviving contractual obligations.

67.2 Right to Conduct Audits

To the fullest extent permitted by applicable law, Reprosify reserves the right to conduct commercially reasonable audits, reviews, inspections, reconciliations, and compliance examinations relating to a Customer’s compliance with this Policy and the applicable agreements.

Audits may be conducted by Reprosify or by authorized representatives acting on Reprosify’s behalf, subject to applicable confidentiality obligations.

The exercise of audit rights shall not constitute harassment, bad faith, or a waiver of any other contractual or legal remedy.

67.3 Scope of Audit

Audits may include review or verification of matters including, without limitation:

Membership status.
Subscription status.
Billing history.
Payment history.
Invoices.
Payment authorizations.
Recurring billing.
Closing Events.
Performance Events.
Referral Attribution.
Referral Coverage Period compliance.
Lead Ownership compliance.
Lead routing history.
Transaction reporting.
Commission reporting.
Marketing Fee calculations.
Performance Fee calculations.
Closing Fee calculations.
Sponsorship Fee obligations.
Territory Reservation compliance.
Sponsored Territory participation.
Exclusive Market participation.
Customer communications.
CRM activity.
Platform usage.
Identity verification.
Licensing status.
Brokerage affiliation.
Compliance with applicable agreements.
Fraud prevention matters.
Chargeback investigations.
Collection matters.
Other information reasonably necessary to verify contractual compliance.

The foregoing list is illustrative and not exhaustive.

67.4 Circumstances Giving Rise to an Audit

Reprosify may conduct an audit whenever it reasonably determines that verification is appropriate, including where:

A Closing Event is reported.
A Closing Event is suspected but not reported.
A Performance Event is reported.
A Performance Event is suspected but not reported.
Referral Attribution is disputed.
Referral Coverage Period is disputed.
Billing discrepancies exist.
Chargebacks occur.
Fraud is suspected.
Platform Abuse is suspected.
Customer complaints are received.
Regulatory inquiries arise.
Litigation is pending or reasonably anticipated.
Collection activities become necessary.
Significant account irregularities are identified.
Periodic compliance reviews are conducted.
Any other commercially reasonable basis exists.

Reprosify is not required to establish probable wrongdoing before exercising reasonable audit rights.

67.5 Customer Cooperation

Customers agree to cooperate in good faith with commercially reasonable audit requests.

Such cooperation may include providing or confirming:

Transaction records.
Settlement statements.
Closing documentation.
Commission records.
Brokerage confirmations.
Referral documentation.
Billing records.
Payment records.
Contracts.
Communications relating to Referrals.
Licensing documentation.
Identity verification.
Other information reasonably relevant to the audit.

Customers shall not intentionally conceal, alter, destroy, fabricate, or misrepresent information relevant to an audit.

67.6 Confidentiality of Audits

Information obtained during an audit shall be handled in accordance with:

Applicable confidentiality obligations.
The Privacy Policy.
Applicable law.
Legitimate business purposes.
Regulatory requirements.
Court orders.
Other legal obligations.

Reprosify will use commercially reasonable efforts to limit review to information reasonably relevant to the audit.

67.7 Electronic Records

Customers acknowledge that electronically stored information may be used during audits, including:

CRM records.
Billing records.
Payment records.
Email communications.
SMS communications.
Customer support records.
Call recordings where lawfully maintained.
Platform activity logs.
Authentication records.
Workflow histories.
Artificial intelligence interaction logs.
Audit logs.
Electronic signatures.
Payment authorizations.
Other electronically stored business records.

Electronic records may be relied upon to the fullest extent permitted by applicable law.

67.8 Audit Findings

Where an audit identifies discrepancies, omissions, underreported transactions, unpaid Fees, inaccurate reporting, contractual non-compliance, or other material issues, Reprosify may, to the fullest extent permitted by applicable law:

Issue corrected invoices.
Invoice unpaid Fees.
Require payment of outstanding balances.
Assess previously earned Closing Fees.
Assess previously earned Performance Fees.
Correct billing records.
Suspend Services.
Reassign Territories.
Suspend Memberships.
Terminate Services.
Exercise Collection Rights.
Pursue any other contractual or legal remedy.

Nothing in this Section limits any defenses available to the Customer under applicable law.

67.9 Customer Recordkeeping

Customers agree to maintain records reasonably necessary to verify compliance with this Policy and applicable agreements, including where applicable:

Closing documentation.
Commission records.
Transaction records.
Referral records.
Billing records.
Payment records.
Licensing documentation.
Communications relating to Reprosify Referrals.
Other records reasonably necessary to verify contractual obligations.

Customers remain responsible for their independent legal, accounting, tax, and regulatory recordkeeping obligations.

67.10 Costs of Audit

Each party shall generally bear its own ordinary costs associated with an audit.

However, where an audit identifies material underreporting, intentional concealment, fraud, Chargeback Abuse, Platform Abuse, or other material contractual violations, Reprosify may recover reasonable audit-related costs, collection expenses, and attorneys’ fees to the extent expressly authorized by the applicable agreement or applicable law.

Nothing in this Section authorizes recovery of costs prohibited by law.

67.11 No Waiver

Failure by Reprosify to conduct an audit, delay an audit, limit the scope of an audit, or conclude an audit without identifying a violation shall not:

Waive any contractual rights.
Prevent future audits.
Prevent future enforcement.
Modify this Policy.
Establish a course of dealing.
Prevent later correction of billing errors.
Release the Customer from contractual obligations.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

67.12 Customer Acknowledgment

By using Reprosify Services, the Customer acknowledges and agrees that:

Reprosify may conduct commercially reasonable audits consistent with this Policy.
Audit rights are intended to verify contractual compliance rather than interfere with business operations.
Customers remain responsible for maintaining accurate records.
Failure to maintain adequate records may adversely affect the Customer’s ability to dispute audit findings.
Audit rights may continue after cancellation or termination to the extent necessary to verify surviving obligations.

67.13 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Customer Responsibilities.
Record Retention.
Data Retention.
Exporting Data.
Fraud Prevention.
Chargeback Abuse.
Abuse of Platform.
Collection Rights.
Referral Attribution.
Referral Coverage Period.
Lead Ownership.
Closing Fees.
Performance Fees.
Marketing Fees.
Payment Methods.
Failed Payments.
ACH Returns.
Service Suspension.
Termination by Customer.
Termination by Reprosify.
Immediate Termination.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

67.14 Compliance with Applicable Law

Reprosify intends to exercise its audit rights in accordance with applicable contract laws, commercial transaction laws, consumer protection laws, privacy laws, data protection laws, evidentiary rules, real estate licensing laws, accounting standards, and other mandatory legal requirements.

Audit activities shall be conducted in a commercially reasonable manner and only to the extent permitted by applicable law.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

67.15 Survival

The provisions of this Chapter relating to audit rights, payment obligations, Closing Fees, Performance Fees, Referral Attribution, Referral Coverage Period, Lead Ownership, confidentiality, record retention, dispute resolution, limitation of liability, Collection Rights, investigations, evidentiary use of records, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, Account Deletion, completion of Services, or expiration of any Membership or Subscription to the fullest extent permitted by applicable law.

67.16 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its audit procedures, compliance review methodologies, verification standards, reporting requirements, reconciliation processes, record review practices, fraud detection techniques, and administrative controls with prospective effect.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s right to verify contractual compliance, investigate discrepancies, preserve evidence, recover amounts lawfully owed, enforce reporting obligations, protect the integrity of its referral and billing systems, or pursue any remedy available under this Policy, applicable agreements, or applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 68. Reporting Requirements

68.1 Purpose

This Chapter establishes the policies governing Customer reporting obligations relating to Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software platforms, CRM systems, referral programs, lead generation programs, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, Closing Fees, Performance Fees, Referral Attribution, Referral Coverage Periods, billing events, payment obligations, and all current and future products and Services offered by Reprosify.

The purpose of this Chapter is to establish clear reporting standards that enable Reprosify to administer its Services, calculate applicable Fees, verify contractual compliance, maintain accurate business records, resolve disputes, satisfy legal obligations, and preserve the integrity of the Reprosify Platform.

68.2 Continuing Duty to Report

Customers acknowledge that accurate reporting is a material obligation under this Policy and the applicable agreements.

Customers agree to promptly, truthfully, and completely report qualifying events, transactions, activities, and information required under this Policy or any applicable agreement.

Reporting obligations are continuing and remain in effect for as long as any contractual reporting obligation survives.

68.3 Reportable Events

Unless otherwise provided in a separately executed written agreement, reportable events may include, without limitation:

Closing Events.
Performance Events.
Executed purchase agreements.
Executed listing agreements.
Commission payments.
Referral transactions.
Lead conversions.
Consumer engagements where reporting is required.
Sponsorship activity where reporting is required.
Marketing campaign performance where contractually required.
Territory transfers.
Brokerage changes.
Licensing changes.
Entity ownership changes.
Changes to authorized representatives.
Material billing information changes.
Payment method changes.
Bankruptcy or insolvency proceedings affecting contractual performance.
Other events reasonably required for the administration of Services.

The foregoing list is illustrative and not exhaustive.

68.4 Reporting of Closing Events

Where Closing Fees or similar success-based Fees apply, Customers shall promptly report qualifying Closing Events in accordance with the applicable Membership Agreement, Enterprise Agreement, or other governing contract.

A Closing Event shall remain reportable regardless of whether:

The transaction closes after cancellation.
The transaction closes after termination.
The Customer changes brokerages.
The Customer changes business entities.
The Customer receives payment through another person or entity.
The transaction structure changes.
The transaction closes in multiple stages.
Another party participates in the transaction.

Reporting obligations remain subject to the applicable Referral Coverage Period and Referral Attribution provisions.

68.5 Reporting of Performance Events

Where Performance Fees or similar milestone-based Fees apply, Customers shall promptly report qualifying Performance Events.

Examples may include:

Appointments.
Qualified consultations.
Signed service agreements.
Project milestones.
Marketing performance milestones.
Lead qualification milestones.
Contractually defined performance benchmarks.
Other measurable events specified in the applicable agreement.

68.6 Accuracy of Reports

Customers shall ensure that all reports submitted to Reprosify are:

Accurate.
Complete.
Truthful.
Timely.
Not misleading.
Supported by reasonably available documentation where requested.

Knowingly submitting false, incomplete, misleading, or deceptive reports constitutes a material breach of this Policy.

68.7 Supporting Documentation

Upon reasonable request, Customers shall provide documentation sufficient to verify reported information, including, where applicable:

Settlement statements.
Closing disclosures.
Commission statements.
Brokerage confirmations.
Executed agreements.
Transaction summaries.
Invoices.
Payment confirmations.
Marketing reports.
CRM records.
Communications.
Other commercially reasonable documentation relevant to the reported event.

Reprosify may request only information reasonably necessary to verify contractual obligations.

68.8 Reporting Deadlines

Where a reporting deadline is established by an applicable agreement, Customers shall submit required reports within the specified timeframe.

If no specific deadline is identified, Customers shall report qualifying events within a commercially reasonable period after becoming aware of the reportable event.

Failure to report promptly does not eliminate underlying contractual obligations.

68.9 Duty to Update Previously Reported Information

If previously submitted information becomes materially inaccurate, incomplete, or outdated, Customers shall promptly provide corrected information.

Customers shall not knowingly allow materially inaccurate reporting to remain uncorrected where such information affects contractual rights, billing, Fee calculations, compliance, or administration of Services.

68.10 Failure to Report

Failure to satisfy reporting obligations may result in one or more of the following, to the fullest extent permitted by applicable law:

Billing adjustments.
Corrected invoices.
Assessment of previously earned Fees.
Administrative review.
Audit.
Service Suspension.
Market Reassignment.
Termination of Services.
Collection activities.
Enforcement of contractual remedies.
Other remedies available under this Policy or applicable law.

Failure to report does not eliminate any obligation to pay Fees otherwise earned under the applicable agreement.

68.11 Concealment and Misrepresentation

Customers shall not intentionally:

Conceal reportable events.
Delay reporting to avoid Fees.
Misrepresent transaction status.
Misrepresent commission amounts.
Misrepresent Referral Attribution.
Misrepresent Lead sources.
Divide transactions to avoid contractual obligations.
Route payments through third parties to conceal Fees.
Submit altered documentation.
Destroy records relevant to reporting obligations.

Such conduct may constitute Fraud, Chargeback Abuse, Platform Abuse, or a material breach of this Policy.

68.12 Verification Rights

Reprosify may verify reported information through commercially reasonable means, including:

Audit procedures.
CRM records.
Billing records.
Customer communications.
Brokerage confirmations.
Settlement documentation.
Publicly available transaction records where permitted by law.
Third-party confirmations authorized by the Customer or permitted by applicable law.
Other commercially reasonable verification methods.

Verification activities shall be conducted in accordance with applicable law and confidentiality obligations.

68.13 Customer Acknowledgment

By using Reprosify Services, the Customer acknowledges and agrees that:

Accurate reporting is a material contractual obligation.
Reporting obligations may survive cancellation or termination.
Reprosify may rely upon Customer reports when calculating Fees.
Failure to report may result in billing corrections, audits, or enforcement actions.
Reporting obligations support the integrity and fairness of the Reprosify Platform.

68.14 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Customer Responsibilities.
Closing Fees.
Performance Fees.
Referral Attribution.
Referral Coverage Period.
Lead Ownership.
Audit Rights.
Record Retention.
Data Retention.
Fraud Prevention.
Chargeback Abuse.
Abuse of Platform.
Collection Rights.
Service Suspension.
Termination by Customer.
Termination by Reprosify.
Immediate Termination.
Cancellation Policy.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

68.15 Compliance with Applicable Law

Reprosify intends to administer reporting requirements in accordance with applicable contract laws, commercial transaction laws, consumer protection laws, privacy laws, data protection laws, real estate licensing laws, accounting standards, tax regulations, evidentiary rules, and other mandatory legal requirements.

Nothing in this Chapter requires a Customer to disclose information prohibited by applicable law. Where disclosure is restricted by law, the parties shall cooperate in good faith to determine an alternative method of satisfying the applicable reporting obligation to the extent legally permissible.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

68.16 Survival

The provisions of this Chapter relating to reporting obligations, payment obligations, Closing Fees, Performance Fees, Referral Attribution, Referral Coverage Period, Lead Ownership, audit rights, record retention, confidentiality, dispute resolution, Collection Rights, limitation of liability, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, Account Deletion, completion of Services, or expiration of any Membership or Subscription to the fullest extent permitted by applicable law.

68.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its reporting procedures, reporting forms, submission methods, verification standards, documentation requirements, compliance protocols, billing methodologies, and administrative processes with prospective effect.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s right to require accurate reporting, verify Customer submissions, investigate discrepancies, correct billing, assess Fees lawfully earned, enforce contractual obligations, preserve evidence, or pursue any remedy available under this Policy, applicable agreements, or applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 69. Broker Changes

69.1 Purpose

This Chapter establishes the policies governing changes in brokerage affiliation, broker transfers, brokerage mergers, brokerage acquisitions, brokerage closures, brokerage name changes, independent brokerage formation, changes in licensing sponsorship, and other brokerage-related changes affecting Customers participating in Reprosify Membership Plans, Subscription Plans, Enterprise Services, Custom Services, referral programs, lead generation programs, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, software platforms, CRM systems, and all current and future products and Services offered by Reprosify.

The purpose of this Chapter is to ensure continuity of Services, preserve contractual rights and obligations, maintain accurate records, and protect Referral Attribution, Lead Ownership, billing, and other contractual interests when a Customer changes brokerage affiliation.

69.2 Continuing Contractual Obligations

Unless otherwise expressly agreed by Reprosify in a separate written agreement, a change in brokerage affiliation does not terminate, modify, suspend, reduce, or otherwise affect the Customer’s obligations under:

This Policy.
The Terms of Service.
The applicable Membership Agreement.
Subscription Agreements.
Enterprise Agreements.
Statements of Work.
Order Forms.
Sponsorship Agreements.
Any other applicable agreement.

All contractual obligations continue until satisfied or otherwise terminated in accordance with the applicable agreements.

69.3 Duty to Notify Reprosify

Customers shall promptly notify Reprosify of any material change in brokerage affiliation.

Notification should include, where applicable:

Effective date of the brokerage change.
Former brokerage.
New brokerage.
New brokerage contact information.
Updated licensing information.
Updated billing information.
Updated business address.
Updated email address.
Updated telephone number.
Updated authorized representatives.
Any other information reasonably requested by Reprosify to administer the Customer’s Account.

Failure to provide timely notice may delay Services or affect Account administration.

69.4 No Automatic Cancellation

A brokerage change does not automatically:

Cancel a Membership.
Cancel a Subscription.
Terminate Services.
Suspend billing.
Stop Automatic Renewal.
Eliminate Fees.
Eliminate Closing Fees.
Eliminate Performance Fees.
Eliminate Referral Attribution.
Eliminate Referral Coverage Period obligations.
Create refund eligibility.
Create credit eligibility.
Release outstanding balances.

Customers seeking to discontinue Services must comply with the applicable Cancellation Policy.

69.5 Referral Attribution Following Broker Changes

Unless otherwise provided in a separately executed written agreement, Referral Attribution remains associated with the Customer and the qualifying Referral, regardless of:

Changes in brokerage affiliation.
Changes in supervising broker.
Changes in office location.
Brokerage mergers.
Brokerage acquisitions.
Brokerage rebranding.
Brokerage ownership changes.
Formation of an independent brokerage.
Licensing transfers.
Business entity changes.

Broker changes do not affect Reprosify’s rights relating to previously generated Referrals.

69.6 Referral Coverage Period

Brokerage changes do not interrupt, shorten, suspend, restart, or otherwise affect any applicable Referral Coverage Period.

Where a qualifying transaction closes during the applicable Referral Coverage Period, contractual obligations relating to Closing Fees, Performance Fees, Referral Attribution, reporting, and payment continue in accordance with the governing agreements.

69.7 Lead Ownership

Lead Ownership remains governed by the applicable Lead Ownership provisions regardless of any change in brokerage affiliation.

Customers shall not use a brokerage transfer to:

Circumvent Lead Ownership provisions.
Circumvent Referral Attribution.
Circumvent Closing Fees.
Circumvent Performance Fees.
Transfer Leads in violation of applicable agreements.
Avoid contractual obligations.

69.8 Territory Participation

Where the Customer participates in Territory Reservations, Sponsored Territories, Exclusive Markets, or similar geographic programs, a brokerage change does not automatically preserve, transfer, expand, or terminate such participation.

Continuation of Territory participation remains subject to:

Eligibility requirements.
Market availability.
Compliance with applicable agreements.
Payment of applicable Fees.
Operational requirements.
Approval by Reprosify where required.

Reprosify may require updates to Territory assignments to reflect the Customer’s new brokerage affiliation.

69.9 Account Updates

Following notification of a brokerage change, Reprosify may update:

Customer profile information.
Brokerage information.
Licensing records.
CRM records.
Billing information.
Marketing materials.
Territory assignments.
Sponsorship records.
Referral records.
Platform permissions.
Directory listings.
Public profile information.
Other administrative records necessary to maintain accurate business operations.

Customers remain responsible for reviewing updated information and promptly reporting any inaccuracies.

69.10 Outstanding Payment Obligations

Brokerage changes do not eliminate responsibility for:

Membership Fees.
Subscription Fees.
Marketing Fees.
Sponsorship Fees.
Administrative Fees.
Closing Fees.
Performance Fees.
Taxes.
Collection costs where permitted by applicable law.
Other amounts lawfully owed under the applicable agreements.

Outstanding balances remain payable regardless of changes in brokerage affiliation.

69.11 Responsibility for Reporting

Customers remain responsible for complying with all Reporting Requirements following a brokerage change, including reporting:

Closing Events.
Performance Events.
Referral transactions.
Commission payments where required.
Other reportable events required under applicable agreements.

A brokerage transfer does not eliminate reporting obligations.

69.12 Verification Rights

Reprosify may request commercially reasonable documentation to verify brokerage changes, including:

Updated real estate license information.
Brokerage affiliation confirmations.
Licensing authority records.
Business registration records.
Written confirmations from the Customer.
Other documentation reasonably necessary to verify eligibility and maintain accurate records.

Verification requests shall be administered in accordance with applicable law.

69.13 Customer Acknowledgment

By participating in Reprosify Services, the Customer acknowledges and agrees that:

Brokerage affiliation may change during the contractual relationship.
Broker changes do not automatically terminate contractual obligations.
Referral Attribution may survive broker changes.
Referral Coverage Periods continue according to the governing agreements.
Closing Fees and Performance Fees may remain payable after a broker change.
Customers remain responsible for promptly updating brokerage information.
Reprosify may update administrative records to reflect brokerage changes.

69.14 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Customer Responsibilities.
Reporting Requirements.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Closing Fees.
Performance Fees.
Territory Reservations.
Exclusive Markets.
Sponsored Territories.
Market Reassignment.
Audit Rights.
Record Retention.
Data Retention.
Fraud Prevention.
Cancellation Policy.
Service Suspension.
Termination by Customer.
Termination by Reprosify.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

69.15 Compliance with Applicable Law

Reprosify intends to administer brokerage changes in accordance with applicable contract laws, commercial transaction laws, consumer protection laws, privacy laws, data protection laws, real estate licensing laws, professional regulations, and other mandatory legal requirements.

Nothing in this Chapter alters legal obligations imposed by a real estate licensing authority, brokerage agreement, or applicable law governing the relationship between a real estate professional and the professional’s brokerage.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

69.16 Survival

The provisions of this Chapter relating to payment obligations, Referral Attribution, Referral Coverage Period, Lead Ownership, Closing Fees, Performance Fees, reporting obligations, audit rights, record retention, confidentiality, dispute resolution, limitation of liability, Collection Rights, and any other provisions that by their nature should survive shall remain in effect following brokerage changes, suspension, cancellation, expiration, termination, Account Deletion, or completion of Services to the fullest extent permitted by applicable law.

69.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its procedures relating to brokerage changes, eligibility verification, account transfers, Territory administration, directory updates, licensing verification, billing administration, and operational processes with prospective effect.

Nothing contained in this Chapter shall be interpreted as requiring Reprosify to release a Customer from contractual obligations solely because of a change in brokerage affiliation or business structure. Reprosify retains the right to verify brokerage changes, maintain accurate business records, preserve Referral Attribution and Lead Ownership, enforce payment obligations, and pursue any remedy available under this Policy, applicable agreements, or applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 70. Team Changes

70.1 Purpose

This Chapter establishes the policies governing changes in Customer personnel, team composition, assistants, employees, independent contractors, buyer agents, listing agents, transaction coordinators, marketing personnel, virtual assistants, team leaders, administrative personnel, authorized users, affiliated professionals, and other individuals participating in or supporting the Customer’s business while using Reprosify Membership Plans, Subscription Plans, Enterprise Services, Custom Services, CRM platforms, referral programs, lead generation services, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, and all current and future products and Services offered by Reprosify.

The purpose of this Chapter is to ensure continuity of contractual obligations, preserve Referral Attribution and Lead Ownership, maintain accurate account records, and protect the integrity of the Reprosify Platform when changes occur within a Customer’s organization.

70.2 Continuing Contractual Obligations

Unless otherwise expressly agreed in writing by Reprosify, changes involving employees, assistants, contractors, agents, team members, managers, administrators, or other personnel do not terminate, suspend, modify, or otherwise affect the Customer’s obligations under:

This Policy.
The Terms of Service.
The applicable Membership Agreement.
Subscription Agreements.
Enterprise Agreements.
Statements of Work.
Order Forms.
Sponsorship Agreements.
Any other applicable agreement.

The contractual relationship remains with the Customer or the Customer’s legal entity unless Reprosify expressly approves another arrangement in writing.

70.3 Team Changes Covered

This Chapter applies to changes including, without limitation:

Hiring new employees.
Employee resignations.
Employee terminations.
Addition of buyer agents.
Addition of listing agents.
Removal of team members.
Changes in team leadership.
Changes in sales managers.
Changes in office administrators.
Changes in transaction coordinators.
Changes in marketing coordinators.
Changes in virtual assistants.
Changes in independent contractors.
Changes in licensed assistants.
Changes in administrative assistants.
Changes in authorized users.
Internal promotions.
Internal reorganizations.
Expansion into additional teams.
Consolidation of teams.
Mergers with another real estate team.
Any other material change in team composition.

The foregoing list is illustrative and not exhaustive.

70.4 Duty to Notify Reprosify

Customers shall promptly notify Reprosify of material team changes that may reasonably affect:

Account administration.
Authorized users.
Billing contacts.
Reporting contacts.
CRM administration.
Territory administration.
Lead routing.
Referral management.
Account security.
Customer support.
Technical support.
Compliance with applicable agreements.

Notification should include updated information reasonably requested by Reprosify to maintain accurate business records.

70.5 Authorized Users

Customers are responsible for identifying individuals authorized to access the Reprosify Platform on their behalf.

Customers shall promptly notify Reprosify when an authorized user:

Joins the organization.
Leaves the organization.
Changes responsibilities.
No longer requires Platform access.
No longer has authority to act on behalf of the Customer.

Reprosify may require commercially reasonable verification before granting, modifying, or removing user permissions.

70.6 Customer Responsibility for Team Members

Customers remain responsible for the acts and omissions of individuals who access or use the Reprosify Platform through the Customer’s Account or under the Customer’s authority, including:

Employees.
Licensed agents.
Team members.
Independent contractors.
Administrative staff.
Virtual assistants.
Marketing personnel.
Consultants.
Temporary personnel.
Authorized representatives.
Other individuals acting on the Customer’s behalf.

Nothing in this Section limits liability where applicable law provides otherwise.

70.7 Referral Attribution

Changes in team composition do not affect Referral Attribution.

Where a qualifying Referral is assigned to the Customer or the Customer’s organization, contractual rights and obligations relating to that Referral continue regardless of:

Personnel changes.
Team restructuring.
Internal reassignment of work.
Employee departures.
Team expansion.
Team mergers.
Internal commission sharing.
Other organizational changes.

Referral Attribution remains governed by the applicable Referral Attribution provisions.

70.8 Lead Ownership

Lead Ownership remains governed by the applicable Lead Ownership provisions regardless of changes in team membership.

Customers shall not use team restructuring, personnel changes, or reassignment of responsibilities to:

Circumvent Lead Ownership provisions.
Circumvent Referral Attribution.
Circumvent Closing Fees.
Circumvent Performance Fees.
Avoid Reporting Requirements.
Avoid payment obligations.
Transfer contractual rights without authorization.

70.9 Reporting Responsibilities

Changes in team composition do not eliminate or modify Reporting Requirements.

Customers remain responsible for reporting:

Closing Events.
Performance Events.
Referral transactions.
Commission events where required.
Other reportable events specified in applicable agreements.

The Customer remains responsible even if another individual within the organization handles the transaction.

70.10 Outstanding Payment Obligations

Personnel changes do not eliminate responsibility for:

Membership Fees.
Subscription Fees.
Marketing Fees.
Sponsorship Fees.
Administrative Fees.
Closing Fees.
Performance Fees.
Taxes.
Collection costs where permitted by applicable law.
Other contractual payment obligations.

Outstanding balances remain payable regardless of changes in staffing or organizational structure.

70.11 Security Responsibilities

Customers shall promptly remove Platform access for individuals who no longer require authorization.

Customers remain responsible for implementing commercially reasonable internal security practices, including:

Updating passwords where appropriate.
Removing inactive users.
Reviewing administrative permissions.
Protecting confidential information.
Preventing unauthorized access.
Maintaining accurate user records.

Failure to promptly remove unauthorized access may result in security risks for which the Customer bears responsibility to the extent permitted by applicable law.

70.12 Training and Internal Administration

Customers are responsible for ensuring that individuals authorized to use the Reprosify Platform understand and comply with:

This Policy.
Applicable agreements.
Platform procedures.
Security requirements.
Reporting Requirements.
Privacy obligations.
Professional standards.
Applicable law.

Reprosify is not responsible for providing ongoing training to newly added personnel unless expressly included in the applicable Service.

70.13 Verification Rights

Reprosify may request commercially reasonable documentation to verify material team changes where necessary for:

Identity verification.
Account security.
Billing administration.
User permissions.
Licensing verification.
Reporting compliance.
Fraud prevention.
Audit activities.
Other legitimate business purposes.

Verification requests shall be administered in accordance with applicable law and the Privacy Policy.

70.14 Customer Acknowledgment

By participating in Reprosify Services, the Customer acknowledges and agrees that:

Team composition may change during the contractual relationship.
Personnel changes do not automatically modify contractual obligations.
Referral Attribution continues according to the applicable agreements.
Lead Ownership continues according to the applicable agreements.
Payment obligations survive team changes.
Reporting Requirements remain in effect regardless of internal staffing decisions.
Customers remain responsible for activities conducted by authorized users acting on their behalf.

70.15 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Customer Responsibilities.
Authorized Users.
Account Registration.
Reporting Requirements.
Audit Rights.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Closing Fees.
Performance Fees.
Territory Reservations.
Sponsored Territories.
Exclusive Markets.
Broker Changes.
Service Suspension.
Fraud Prevention.
Abuse of Platform.
Record Retention.
Data Retention.
Privacy Policy.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

70.16 Compliance with Applicable Law

Reprosify intends to administer team changes in accordance with applicable contract laws, commercial transaction laws, consumer protection laws, privacy laws, data protection laws, employment laws, real estate licensing laws, cybersecurity requirements, and other mandatory legal requirements.

Nothing in this Chapter modifies the legal relationship between a Customer and the Customer’s employees, contractors, or affiliated professionals. Customers remain solely responsible for complying with all employment, labor, licensing, tax, and regulatory obligations applicable to their organizations.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

70.17 Survival

The provisions of this Chapter relating to payment obligations, Referral Attribution, Referral Coverage Period, Lead Ownership, Reporting Requirements, audit rights, confidentiality, record retention, dispute resolution, limitation of liability, Collection Rights, and any other provisions that by their nature should survive shall remain in effect following team changes, suspension, cancellation, expiration, termination, Account Deletion, completion of Services, or expiration of any Membership or Subscription to the fullest extent permitted by applicable law.

70.18 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its procedures relating to authorized users, team administration, user permissions, identity verification, account security, licensing verification, organizational administration, billing contacts, reporting contacts, and operational processes with prospective effect.

Nothing contained in this Chapter shall be interpreted as permitting Customers to avoid contractual obligations through personnel changes, internal restructuring, delegation of responsibilities, or reassignment of work. Reprosify retains the right to verify organizational changes, maintain accurate administrative records, protect Platform security, preserve Referral Attribution and Lead Ownership, enforce payment obligations, and pursue any remedy available under this Policy, applicable agreements, or applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 71. Brokerage Sales & Mergers

71.1 Purpose

This Chapter establishes the policies governing brokerage sales, mergers, acquisitions, consolidations, restructurings, reorganizations, franchise transfers, asset purchases, stock purchases, ownership transfers, successor entities, and other business transactions affecting Customers participating in Reprosify Membership Plans, Subscription Plans, Enterprise Services, Custom Services, CRM platforms, referral programs, lead generation services, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, and all current and future products and Services offered by Reprosify.

The purpose of this Chapter is to preserve contractual continuity, maintain accurate business records, protect Referral Attribution and Lead Ownership, ensure proper billing administration, and safeguard Reprosify’s contractual rights when ownership or control of a brokerage changes.

71.2 Covered Transactions

This Chapter applies to business transactions including, without limitation:

Brokerage sales.
Brokerage mergers.
Brokerage acquisitions.
Stock purchases.
Asset purchases.
Business combinations.
Corporate reorganizations.
Internal restructurings.
Partnership reorganizations.
Franchise ownership transfers.
Changes in controlling ownership.
Formation of successor entities.
Conversions between business entity types.
Dissolution followed by successor operations.
Management buyouts.
Transfers resulting from inheritance or estate administration.
Court approved business transfers.
Any other transaction that materially changes ownership or operational control of a brokerage.

The foregoing list is illustrative and not exhaustive.

71.3 Continuing Contractual Obligations

Unless Reprosify expressly agrees otherwise in a separately executed written agreement, a brokerage sale, merger, acquisition, restructuring, or other ownership change does not automatically:

Cancel a Membership.
Cancel a Subscription.
Terminate Services.
Suspend recurring billing.
Eliminate Automatic Renewal.
Release outstanding balances.
Eliminate Closing Fees.
Eliminate Performance Fees.
Eliminate Marketing Fees.
Eliminate Referral Attribution.
Eliminate Referral Coverage Period obligations.
Eliminate Reporting Requirements.
Create refund eligibility.
Create credit eligibility.
Modify contractual obligations.

All contractual obligations remain enforceable in accordance with the applicable agreements and applicable law.

71.4 Duty to Notify Reprosify

Customers shall promptly notify Reprosify of any material transaction affecting brokerage ownership or operational control.

Notification should include, where applicable:

Effective date of the transaction.
Legal name of the former brokerage.
Legal name of the successor brokerage.
Updated ownership information.
Updated business registration information.
Updated licensing information.
Updated billing information.
Updated tax information.
Updated contact information.
Updated authorized representatives.
Other information reasonably requested by Reprosify.

Failure to provide timely notice may delay Services or affect Account administration.

71.5 Successor Entities

Where a brokerage continues business operations through a successor entity, Reprosify may recognize the successor entity for administrative purposes, provided that:

Identity is reasonably verified.
Authority is reasonably established.
Outstanding obligations are acknowledged.
Applicable agreements continue to be honored.
Eligibility requirements continue to be satisfied.

Recognition of a successor entity does not waive any rights or remedies available to Reprosify.

71.6 Referral Attribution

Brokerage sales, mergers, acquisitions, or ownership changes do not affect Referral Attribution.

Where a qualifying Referral has been attributed under the applicable agreement, Referral Attribution continues regardless of:

Ownership changes.
Corporate restructuring.
Changes in management.
Changes in shareholders.
Business combinations.
Franchise transfers.
Internal reorganizations.
Successor entities.
Asset transfers.
Other organizational changes.

Referral Attribution remains governed by the applicable Referral Attribution provisions.

71.7 Referral Coverage Period

A brokerage sale, merger, acquisition, or restructuring does not interrupt, shorten, suspend, restart, or otherwise modify any applicable Referral Coverage Period.

Where a qualifying transaction closes during the applicable Referral Coverage Period, contractual obligations relating to Closing Fees, Performance Fees, reporting, and payment continue in accordance with the governing agreements.

71.8 Lead Ownership

Lead Ownership remains governed by the applicable Lead Ownership provisions regardless of any brokerage sale, merger, acquisition, or ownership transfer.

Customers shall not use a business transaction to:

Circumvent Lead Ownership provisions.
Circumvent Referral Attribution.
Circumvent Closing Fees.
Circumvent Performance Fees.
Avoid Reporting Requirements.
Avoid payment obligations.
Transfer contractual rights without authorization.

71.9 Territory Participation

Participation in Territory Reservations, Sponsored Territories, Exclusive Markets, sponsorship programs, or similar geographic programs does not automatically transfer to a successor brokerage.

Continuation of participation remains subject to:

Eligibility requirements.
Market availability.
Compliance with applicable agreements.
Payment of applicable Fees.
Verification of successor ownership.
Operational requirements.
Approval by Reprosify where required.

Reprosify may require execution of updated documentation before recognizing a successor entity for Territory administration.

71.10 Account Administration

Following notice of a brokerage sale or merger, Reprosify may update:

Customer profile information.
Brokerage information.
Licensing records.
Billing information.
Payment authorizations.
CRM records.
Marketing records.
Territory assignments.
Sponsorship records.
Referral records.
Public profile information.
Administrative contacts.
Authorized users.
Other business records reasonably necessary for continued administration.

Customers remain responsible for verifying the accuracy of updated information.

71.11 Outstanding Financial Obligations

A brokerage sale, merger, acquisition, restructuring, or ownership transfer does not eliminate responsibility for:

Membership Fees.
Subscription Fees.
Marketing Fees.
Sponsorship Fees.
Administrative Fees.
Closing Fees.
Performance Fees.
Taxes.
Collection costs where permitted by applicable law.
Other contractual payment obligations.

Outstanding balances remain payable unless expressly released by Reprosify in writing.

71.12 Verification Rights

Reprosify may request commercially reasonable documentation to verify ownership changes, including:

Business registration records.
Articles of merger.
Acquisition documentation.
Asset purchase agreements.
Stock purchase confirmations.
Corporate resolutions.
Brokerage licensing records.
Tax identification updates.
Successor entity documentation.
Other information reasonably necessary to verify authority and maintain accurate records.

Verification requests shall be administered in accordance with applicable law and confidentiality obligations.

71.13 Customer Acknowledgment

By participating in Reprosify Services, the Customer acknowledges and agrees that:

Brokerage ownership may change during the contractual relationship.
Ownership changes do not automatically terminate contractual obligations.
Referral Attribution survives qualifying ownership changes.
Referral Coverage Periods continue according to the governing agreements.
Lead Ownership continues according to the governing agreements.
Payment obligations survive brokerage sales and mergers.
Customers remain responsible for providing timely notice of ownership changes.

71.14 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Broker Changes.
Team Changes.
Customer Responsibilities.
Reporting Requirements.
Audit Rights.
Record Retention.
Data Retention.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Closing Fees.
Performance Fees.
Territory Reservations.
Sponsored Territories.
Exclusive Markets.
Market Reassignment.
Collection Rights.
Fraud Prevention.
Service Suspension.
Termination by Customer.
Termination by Reprosify.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

71.15 Compliance with Applicable Law

Reprosify intends to administer brokerage ownership changes in accordance with applicable contract laws, commercial transaction laws, corporate laws, consumer protection laws, privacy laws, data protection laws, real estate licensing laws, merger and acquisition regulations, and other mandatory legal requirements.

Nothing in this Chapter shall be interpreted as automatically assigning or novating contractual rights or obligations where such assignment or novation is prohibited by applicable law or by the governing agreement. Where consent is legally required for a transfer of contractual rights or obligations, the parties shall cooperate in good faith to complete any required approvals or documentation.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

71.16 Survival

The provisions of this Chapter relating to payment obligations, Referral Attribution, Referral Coverage Period, Lead Ownership, Reporting Requirements, audit rights, confidentiality, record retention, dispute resolution, limitation of liability, Collection Rights, and any other provisions that by their nature should survive shall remain in effect following brokerage sales, mergers, acquisitions, restructuring, suspension, cancellation, expiration, termination, Account Deletion, or completion of Services to the fullest extent permitted by applicable law.

71.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its procedures relating to brokerage ownership changes, successor entity recognition, eligibility verification, account administration, Territory management, billing administration, licensing verification, and operational processes with prospective effect.

Nothing contained in this Chapter shall be interpreted as requiring Reprosify to release contractual obligations, transfer Memberships or Territories automatically, recognize successor entities without verification, or waive any rights arising from a brokerage sale, merger, acquisition, or restructuring. Reprosify retains the right to verify ownership changes, preserve Referral Attribution and Lead Ownership, enforce payment obligations, require updated agreements where appropriate, maintain accurate business records, and pursue any remedy available under this Policy, applicable agreements, or applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 72. Assignment Restrictions

72.1 Purpose

This Chapter establishes the policies governing the assignment, transfer, delegation, sale, sublicense, conveyance, novation, pledge, encumbrance, inheritance, succession, or other disposition of contractual rights, obligations, Membership Plans, Subscription Plans, Enterprise Services, Custom Services, CRM accounts, customer accounts, referral rights, Territory Reservations, Sponsored Territories, Exclusive Markets, Leads, software licenses, marketing services, and all current and future products and Services offered by Reprosify.

The purpose of this Chapter is to preserve the integrity of the Reprosify Platform, protect contractual relationships, maintain accurate Customer records, safeguard proprietary business interests, ensure proper eligibility verification, and prevent unauthorized transfers of contractual rights or obligations.

72.2 Personal Nature of the Agreement

Unless expressly stated otherwise in a separately executed written agreement, all Reprosify agreements are personal to the Customer identified in the applicable agreement.

Reprosify enters into its contractual relationship based upon the identity, qualifications, eligibility, licensing, business reputation, payment history, compliance history, market availability, and other characteristics of the Customer.

Accordingly, the rights granted under this Policy are not freely transferable.

72.3 General Restriction on Assignment

Except as expressly authorized in writing by Reprosify, Customers shall not directly or indirectly:

Assign this Policy.
Assign any Membership Agreement.
Assign any Subscription Agreement.
Assign any Enterprise Agreement.
Assign Statements of Work.
Assign Order Forms.
Assign Sponsorship Agreements.
Transfer Memberships.
Transfer Subscriptions.
Transfer customer accounts.
Transfer CRM accounts.
Transfer software licenses.
Transfer Territory Reservations.
Transfer Sponsored Territories.
Transfer Exclusive Markets.
Transfer referral rights.
Transfer Lead rights.
Transfer payment rights.
Delegate material contractual obligations.
Grant security interests in contractual rights.
Sell contractual rights.
License contractual rights.
Sublicense Platform access.
Otherwise dispose of contractual rights or obligations.

Any attempted assignment made without Reprosify’s prior written consent may be declared void or ineffective to the fullest extent permitted by applicable law.

72.4 No Automatic Assignment

None of the following automatically transfers contractual rights or obligations:

Broker changes.
Team changes.
Brokerage mergers.
Brokerage acquisitions.
Brokerage sales.
Internal reorganizations.
Business entity conversions.
Ownership changes.
Changes in shareholders.
Changes in partners.
Changes in managers.
Employment changes.
Contractor changes.
Estate administration.
Divorce proceedings.
Bankruptcy proceedings.
Corporate restructuring.
Asset sales.
Internal business transfers.
Family succession.
Other organizational changes.

Continuation of Services remains subject to Reprosify’s approval where required.

72.5 Assignment Requests

Customers seeking approval for an assignment or transfer shall submit a written request to Reprosify.

Reprosify may request information reasonably necessary to evaluate the request, including:

Identity of the proposed transferee.
Licensing information.
Brokerage affiliation.
Business registration.
Financial information.
Payment history.
Compliance history.
Market availability.
Territory availability.
Eligibility documentation.
Other information reasonably necessary to evaluate the request.

Submission of a request does not constitute approval.

72.6 Reprosify Discretion

To the fullest extent permitted by applicable law, Reprosify may approve, deny, condition, delay, or decline any proposed assignment request in its reasonable business judgment.

Factors that may be considered include:

Eligibility requirements.
Licensing status.
Market availability.
Territory availability.
Outstanding balances.
Compliance history.
Fraud prevention concerns.
Platform security.
Operational requirements.
Capacity limitations.
Regulatory considerations.
Other legitimate business factors.

Nothing in this Chapter obligates Reprosify to approve any requested assignment.

72.7 Conditions of Approval

Where Reprosify approves an assignment, approval may be conditioned upon requirements including:

Identity verification.
Execution of updated agreements.
Payment of outstanding balances.
Payment of applicable Administrative Fees.
Payment of applicable transfer fees where disclosed in advance and permitted by applicable law.
Compliance review.
Updated payment authorizations.
New onboarding requirements.
Market availability confirmation.
Territory eligibility review.
Other commercially reasonable conditions.

Approval shall become effective only after satisfaction of all required conditions.

72.8 Continuing Liability

Unless Reprosify expressly releases the original Customer in writing, the original Customer remains responsible for obligations arising before the effective date of any approved assignment, including:

Membership Fees.
Subscription Fees.
Marketing Fees.
Sponsorship Fees.
Administrative Fees.
Closing Fees.
Performance Fees.
Reporting Requirements.
Audit obligations.
Collection obligations.
Other accrued contractual obligations.

Approval of an assignment does not constitute a waiver of previously accrued rights.

72.9 Non-Transferable Rights

Unless expressly approved by Reprosify in writing, the following rights are personal to the Customer and are non-transferable:

Membership status.
Subscription status.
Pricing eligibility.
Promotional pricing.
Promotional Credits.
Credit Back Programs.
Territory Reservations.
Sponsored Territories.
Exclusive Markets.
Lead assignments.
Referral rights.
Customer rankings.
Priority placement.
Waiting list positions.
Software licenses.
Platform permissions.
User credentials.
Customer-specific incentives.
Other benefits specifically granted to the Customer.

72.10 Effect on Referral Attribution

An attempted assignment does not affect:

Referral Attribution.
Referral Coverage Periods.
Lead Ownership.
Closing Fee obligations.
Performance Fee obligations.
Reporting Requirements.
Audit Rights.

These obligations remain governed by the applicable provisions of this Policy unless Reprosify expressly agrees otherwise in writing.

72.11 Unauthorized Transfers

If Reprosify reasonably determines that a Customer has attempted an unauthorized assignment or transfer, Reprosify may, to the fullest extent permitted by applicable law:

Reject the transfer.
Suspend Services.
Suspend Platform access.
Suspend Territory participation.
Revoke unauthorized user access.
Require restoration of the original account structure.
Reassign Territories.
Terminate Services.
Exercise Collection Rights.
Pursue any other contractual or legal remedy.

The exercise of one remedy shall not limit Reprosify’s ability to pursue additional remedies.

72.12 Successors and Permitted Assigns

Where an assignment has been expressly approved in writing by Reprosify, the applicable agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and permitted assigns.

No person or entity shall become a permitted assign solely through acquisition, merger, inheritance, succession, internal restructuring, or other organizational change without satisfying the requirements of this Chapter where applicable.

72.13 Customer Acknowledgment

By using Reprosify Services, the Customer acknowledges and agrees that:

Memberships and contractual rights are personal to the approved Customer.
Unauthorized assignments are prohibited.
Reprosify may require verification before approving a transfer.
Brokerage changes and organizational changes do not automatically transfer contractual rights.
Outstanding obligations remain enforceable following any approved assignment.
Referral Attribution, Lead Ownership, Closing Fees, Performance Fees, and Reporting Requirements continue according to the applicable agreements.

72.14 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Broker Changes.
Team Changes.
Brokerage Sales & Mergers.
Customer Responsibilities.
Reporting Requirements.
Audit Rights.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Territory Reservations.
Sponsored Territories.
Exclusive Markets.
Collection Rights.
Fraud Prevention.
Abuse of Platform.
Service Suspension.
Termination by Customer.
Termination by Reprosify.
Account Deletion.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

72.15 Compliance with Applicable Law

Reprosify intends to administer assignment requests and transfer restrictions in accordance with applicable contract laws, commercial transaction laws, corporate laws, consumer protection laws, real estate licensing laws, bankruptcy laws, privacy laws, data protection laws, and other mandatory legal requirements.

Nothing in this Chapter shall prohibit an assignment or transfer where such restriction is unenforceable under applicable law. If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

72.16 Survival

The provisions of this Chapter relating to payment obligations, Referral Attribution, Referral Coverage Period, Lead Ownership, Reporting Requirements, audit rights, confidentiality, record retention, dispute resolution, limitation of liability, Collection Rights, and any other provisions that by their nature should survive shall remain in effect following any approved assignment, suspension, cancellation, expiration, termination, Account Deletion, completion of Services, or expiration of any Membership or Subscription to the fullest extent permitted by applicable law.

72.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its policies governing assignments, transfers, delegations, successor entities, account ownership, eligibility reviews, licensing verification, Territory administration, Membership administration, and operational procedures with prospective effect.

Nothing contained in this Chapter shall be interpreted as requiring Reprosify to recognize an unauthorized assignment, approve a transfer request, or release a Customer from contractual obligations solely because of an attempted assignment or organizational change. Reprosify retains the right to verify eligibility, preserve Referral Attribution and Lead Ownership, protect the integrity of its Membership and Territory programs, enforce payment obligations, require updated agreements where appropriate, and pursue any remedy available under this Policy, applicable agreements, or applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 73. Successors and Assigns

73.1 Purpose

This Chapter establishes the policies governing successors, permitted assigns, successor entities, corporate successors, legal representatives, heirs, executors, administrators, receivers, trustees, permitted transferees, reorganized entities, and other persons or entities that may succeed to rights or obligations arising under this Policy or any applicable agreement governing Membership Plans, Subscription Plans, Enterprise Services, Custom Services, CRM platforms, referral programs, lead generation services, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, software platforms, and all current and future products and Services offered by Reprosify.

The purpose of this Chapter is to clarify the parties that may lawfully succeed to contractual rights and obligations while preserving the integrity of the Reprosify Platform and protecting Reprosify from unauthorized transfers or assumptions of contractual relationships.

73.2 Binding Effect

Subject to the Assignment Restrictions and all other applicable provisions of this Policy, this Policy and all applicable agreements shall be binding upon and shall inure to the benefit of:

Reprosify.
The Customer.
Their respective permitted successors.
Their respective permitted assigns.
Other persons or entities expressly recognized under applicable law or approved by Reprosify where required.

Nothing contained in this Chapter creates any right of assignment except as expressly permitted by this Policy or a separately executed written agreement.

73.3 Permitted Successors

Subject to applicable law and any required approvals under this Policy, permitted successors may include:

Successor business entities.
Surviving entities following a merger.
Consolidated entities.
Court-appointed receivers.
Bankruptcy trustees.
Personal representatives.
Executors.
Estate administrators.
Court-approved successors.
Lawfully recognized successor organizations.
Other successors expressly recognized by applicable law or approved by Reprosify.

Recognition as a successor does not automatically create eligibility to receive Services or continue participation in Reprosify programs.

73.4 No Automatic Transfer of Rights

Except where expressly required by applicable law or expressly approved in writing by Reprosify, no successor, purchaser, assignee, acquiring entity, reorganized entity, or other person shall automatically acquire:

Membership rights.
Subscription rights.
Territory Reservations.
Sponsored Territories.
Exclusive Markets.
Software licenses.
CRM accounts.
Customer rankings.
Promotional pricing.
Promotional Credits.
Credit Back Programs.
Referral rights.
Lead assignments.
Priority placement.
Waiting list positions.
Other Customer-specific rights or benefits.

Continuation of such rights remains subject to this Policy and Reprosify’s approval where required.

73.5 Continuing Obligations

Where a lawful successor assumes contractual obligations with Reprosify’s approval or as otherwise provided by applicable law, such successor shall remain subject to:

This Policy.
The Terms of Service.
Applicable Membership Agreements.
Subscription Agreements.
Enterprise Agreements.
Statements of Work.
Order Forms.
Sponsorship Agreements.
Privacy Policy.
Other governing agreements.

The successor assumes such obligations only to the extent permitted by applicable law and the governing agreements.

73.6 Obligations of Original Customer

Outstanding Membership Fees.
Subscription Fees.
Marketing Fees.
Sponsorship Fees.
Administrative Fees.
Closing Fees.
Performance Fees.
Reporting Requirements.
Audit obligations.
Collection obligations.
Other accrued contractual obligations.

Recognition of a successor shall not be interpreted as a release of previously accrued liabilities.

73.7 Successor Eligibility

Before recognizing any successor for administrative purposes, Reprosify may require commercially reasonable verification of:

Identity.
Legal authority.
Licensing status.
Brokerage affiliation.
Business registration.
Good standing.
Payment history.
Compliance history.
Market availability.
Territory eligibility.
Authority to bind the successor entity.
Other information reasonably necessary to administer the contractual relationship.

Failure to satisfy eligibility requirements may result in denial of continued participation.

73.8 Referral Attribution

Referral Attribution survives lawful succession.

A change in ownership, legal entity, management, or organizational structure does not eliminate, interrupt, shorten, or otherwise affect Referral Attribution established under the applicable agreements.

Referral Attribution continues to be governed by the applicable Referral Attribution provisions.

73.9 Referral Coverage Period

Where a Referral Coverage Period applies, lawful succession does not interrupt, suspend, restart, shorten, or terminate the applicable Referral Coverage Period.

Closing Fees, Performance Fees, Reporting Requirements, and other obligations arising during the Referral Coverage Period remain enforceable in accordance with the governing agreements.

73.10 Lead Ownership

Lead Ownership remains governed by the applicable Lead Ownership provisions regardless of lawful succession.

No successor may claim ownership of Leads in a manner inconsistent with this Policy or the applicable agreements.

73.11 Account Administration

Where Reprosify recognizes a permitted successor, Reprosify may update:

Customer records.
Billing information.
Licensing information.
Brokerage information.
Authorized users.
CRM administration.
Territory administration.
Sponsorship records.
Referral records.
Reporting contacts.
Administrative contacts.
Other business records reasonably necessary to administer the successor relationship.

Such updates do not waive any rights under this Policy.

73.12 No Waiver of Existing Rights

Recognition of a successor does not:

Waive outstanding balances.
Waive Reporting Requirements.
Waive Audit Rights.
Waive Collection Rights.
Waive Referral Attribution.
Waive Lead Ownership.
Waive Closing Fees.
Waive Performance Fees.
Waive contractual remedies.
Waive legal remedies.

All previously accrued rights remain enforceable unless expressly released in writing by Reprosify.

73.13 Customer Acknowledgment

By using Reprosify Services, the Customer acknowledges and agrees that:

Only permitted successors may assume contractual rights or obligations.
Unauthorized successors acquire no contractual rights under this Policy.
Successor recognition may require Reprosify’s approval where permitted by applicable law.
Referral Attribution survives lawful succession.
Lead Ownership survives lawful succession.
Payment obligations survive lawful succession.
Outstanding contractual obligations remain enforceable unless expressly released by Reprosify in writing.

73.14 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Assignment Restrictions.
Brokerage Sales & Mergers.
Broker Changes.
Team Changes.
Customer Responsibilities.
Reporting Requirements.
Audit Rights.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Closing Fees.
Performance Fees.
Territory Reservations.
Sponsored Territories.
Exclusive Markets.
Collection Rights.
Fraud Prevention.
Service Suspension.
Termination by Customer.
Termination by Reprosify.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

73.15 Compliance with Applicable Law

Reprosify intends to administer successor relationships in accordance with applicable contract laws, commercial transaction laws, corporate laws, bankruptcy laws, probate laws, consumer protection laws, real estate licensing laws, privacy laws, data protection laws, and other mandatory legal requirements.

Nothing in this Chapter shall be interpreted as creating a transfer of contractual rights or obligations where such transfer is prohibited by applicable law or the governing agreements. Where applicable law requires consent, court approval, regulatory approval, or other legal authorization, such requirements shall govern.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

73.16 Survival

The provisions of this Chapter relating to payment obligations, Referral Attribution, Referral Coverage Period, Lead Ownership, Reporting Requirements, audit rights, confidentiality, record retention, dispute resolution, limitation of liability, Collection Rights, and any other provisions that by their nature should survive shall remain in effect following succession, assignment, suspension, cancellation, expiration, termination, Account Deletion, completion of Services, or expiration of any Membership or Subscription to the fullest extent permitted by applicable law.

73.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its policies governing successor recognition, entity verification, corporate reorganizations, estate administration, bankruptcy administration, permitted assignments, eligibility reviews, account administration, Territory management, licensing verification, billing administration, and operational procedures with prospective effect.

Nothing contained in this Chapter shall be interpreted as requiring Reprosify to recognize any successor, assign, purchaser, acquiring entity, reorganized entity, estate, trustee, receiver, or other person as a Customer unless recognition is required by applicable law or expressly approved by Reprosify in writing. Reprosify retains the right to verify eligibility, preserve Referral Attribution and Lead Ownership, enforce payment obligations, require updated agreements, maintain accurate business records, protect the integrity of its Platform, and pursue any remedy available under this Policy, applicable agreements, or applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 74. Survival of Obligations

74.1 Purpose

This Chapter establishes the policies governing the continuation, survival, enforceability, and effect of contractual rights and obligations following cancellation, suspension, expiration, non-renewal, termination, Account Deletion, completion of Services, brokerage changes, business reorganizations, mergers, acquisitions, assignments, succession, or any other event ending or modifying the active business relationship between Reprosify and the Customer.

The purpose of this Chapter is to preserve the rights and obligations that, by their express terms or by their nature, are intended to continue beyond the conclusion of active Services.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, CRM platforms, customer portals, software licenses, lead generation services, referral programs, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, artificial intelligence services, consulting services, and all current and future products and Services offered by Reprosify.

74.2 General Rule

Except where expressly stated otherwise in this Policy, the applicable agreement, or where prohibited by applicable law, cancellation, suspension, expiration, non-renewal, termination, Account Deletion, or completion of Services shall not affect any right, obligation, liability, remedy, defense, or protection that:

Accrued before the effective date of termination.
Expressly survives under this Policy.
Expressly survives under another applicable agreement.
By its nature is intended to survive.
Is necessary to enforce the parties’ contractual rights.
Is required by applicable law.

The termination of active Services shall not be interpreted as extinguishing surviving contractual obligations.

74.3 Payment Obligations

Without limitation, the following payment obligations survive cancellation, suspension, expiration, termination, or Account Deletion to the fullest extent permitted by applicable law:

Outstanding Membership Fees.
Outstanding Subscription Fees.
Marketing Fees.
Sponsorship Fees.
Administrative Fees.
Closing Fees.
Performance Fees.
Taxes.
Collection costs where permitted by law.
Attorneys’ fees where recoverable by contract or applicable law.
Interest where provided under the governing agreements or applicable law.
Other amounts lawfully earned or accrued before termination.

Termination of Services does not eliminate liability for amounts previously earned or otherwise contractually owed.

74.4 Referral and Lead Obligations

The following obligations survive where applicable:

Referral Attribution.
Referral Coverage Periods.
Lead Ownership.
Reporting Requirements.
Closing Event reporting.
Performance Event reporting.
Payment obligations arising from qualifying Referrals.
Other referral-related obligations expressly provided under this Policy or the applicable agreements.

Referral-related obligations continue according to their respective contractual terms regardless of the Customer’s ongoing participation in the Platform.

74.5 Recordkeeping and Audit Rights

The following rights and obligations survive:

Record Retention.
Data Retention.
Audit Rights.
Reporting Requirements.
Preservation of Business Records.
Financial record retention.
Fraud investigations.
Chargeback investigations.
Collection activities.
Verification rights.
Evidentiary use of records.
Other recordkeeping obligations reasonably necessary to enforce the agreements.

74.6 Confidentiality and Intellectual Property

The following obligations survive:

Confidentiality obligations.
Protection of trade secrets.
Intellectual property protections.
Software licensing restrictions.
Proprietary information protections.
Restrictions on reverse engineering.
Restrictions on unauthorized disclosure.
Other obligations protecting Reprosify’s proprietary rights.

Nothing in this Chapter grants continuing access to proprietary technology after termination.

74.7 Fraud Prevention and Enforcement

The following rights survive:

Fraud investigations.
Chargeback investigations.
Abuse of Platform investigations.
Identity verification.
Payment verification.
Collection Rights.
Preservation of evidence.
Cooperation with financial institutions.
Cooperation with regulatory authorities.
Enforcement of contractual remedies.
Enforcement of legal remedies.

Termination shall not prevent Reprosify from investigating conduct occurring during the contractual relationship.

74.8 Dispute Resolution

Unless prohibited by applicable law or superseded by another governing agreement, the following survive:

Dispute resolution procedures.
Notice requirements.
Mediation obligations.
Arbitration provisions, if applicable.
Jurisdiction provisions.
Venue provisions.
Governing law provisions.
Limitation periods.
Attorneys’ fee provisions where applicable.
Other procedural rights relating to dispute resolution.

74.9 Limitation of Liability and Disclaimers

The following survive:

Limitation of Liability.
Disclaimers.
No Performance Guarantee.
Warranty disclaimers.
Force Majeure provisions.
Allocation of risk provisions.
Customer acknowledgments.
Assumption of business risk provisions.
Other contractual limitations intended to allocate legal responsibility between the parties.

74.10 Administrative Rights

Reprosify may continue to exercise rights reasonably necessary to:

Preserve records.
Archive information.
Maintain financial records.
Comply with legal obligations.
Respond to regulatory inquiries.
Defend legal claims.
Resolve payment disputes.
Respond to chargebacks.
Complete audits.
Maintain insurance records.
Support tax reporting.
Protect intellectual property.
Enforce contractual obligations.

These administrative activities do not constitute continued provision of active Services.

74.11 Customer Responsibilities Following Termination

Following cancellation, suspension, expiration, termination, or Account Deletion, Customers remain responsible for:

Paying outstanding balances.
Reporting qualifying transactions.
Cooperating with reasonable audit requests.
Preserving required records.
Honoring confidentiality obligations.
Respecting intellectual property rights.
Complying with surviving contractual obligations.
Fulfilling legal obligations imposed by applicable law.

Former Customers remain responsible only for obligations that survive under this Policy, applicable agreements, or applicable law.

74.12 No Implied Waiver

Failure by Reprosify to immediately enforce any surviving obligation shall not constitute:

A waiver.
Abandonment.
Release.
Estoppel.
Modification of this Policy.
Acceptance of non-compliance.
Election of remedies.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

74.13 Customer Acknowledgment

By purchasing or using Reprosify Services, the Customer acknowledges and agrees that:

Certain contractual obligations continue after active Services end.
Cancellation does not automatically eliminate payment obligations.
Referral Attribution may survive termination.
Referral Coverage Periods may continue after termination.
Closing Fees and Performance Fees may remain payable.
Audit Rights and Reporting Requirements may continue.
Confidentiality obligations survive.
Reprosify may preserve records after termination.
Legal rights and remedies remain available following termination.

74.14 Relationship to Other Chapters

This Chapter shall be interpreted together with every chapter contained within this Policy, including without limitation:

Collection Rights.
Refund Policy.
Cancellation Policy.
Service Suspension.
Termination by Customer.
Termination by Reprosify.
Immediate Termination.
Fraud Prevention.
Chargeback Abuse.
Abuse of Platform.
Customer Responsibilities.
Data Retention.
Exporting Data.
Account Deletion.
Record Retention.
Audit Rights.
Reporting Requirements.
Broker Changes.
Team Changes.
Brokerage Sales & Mergers.
Assignment Restrictions.
Successors and Assigns.
Lead Ownership.
Referral Attribution.
Referral Coverage Period.
Closing Fees.
Performance Fees.
Limitation of Liability.
Disclaimers.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

74.15 Compliance with Applicable Law

Reprosify intends for this Chapter to be interpreted and enforced in accordance with applicable contract laws, commercial transaction laws, consumer protection laws, privacy laws, data protection laws, evidentiary rules, real estate licensing laws, bankruptcy laws, corporate laws, and other mandatory legal requirements.

Nothing contained in this Chapter shall be interpreted as creating a surviving obligation that is prohibited by applicable law or extending an obligation beyond the period permitted by applicable law.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

74.16 Independent Survival

Each surviving obligation identified in this Policy shall be interpreted independently.

If one surviving obligation is determined to be unenforceable or inapplicable, the remaining surviving obligations shall continue in full force and effect to the fullest extent permitted by applicable law.

The unenforceability of one provision shall not impair the enforceability of any other surviving obligation.

74.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its policies governing the survival of contractual obligations, post-termination administration, payment enforcement, record preservation, audit procedures, reporting requirements, referral administration, dispute resolution, and operational processes with prospective effect.

Nothing contained in this Chapter shall be interpreted as releasing a Customer from any obligation that has accrued prior to cancellation, suspension, expiration, termination, Account Deletion, or completion of Services, or from any obligation that is expressly stated to survive or that by its nature is intended to survive. Reprosify retains the right to preserve records, enforce payment obligations, investigate fraud, pursue collection, protect its intellectual property, resolve disputes, and exercise any contractual or legal remedy available under this Policy, the applicable agreements, or applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 75. Future Products & Services

75.1 Purpose

This Chapter establishes the policies governing the application of this Universal Billing, Payment, Renewal, Refund & Cancellation Policy to future products, services, technologies, software platforms, membership programs, subscription offerings, digital solutions, business models, and commercial offerings that may be developed, acquired, licensed, integrated, or otherwise offered by Reprosify after the effective date of this Policy.

The purpose of this Chapter is to ensure consistent administration of billing, payment, renewal, refund, cancellation, reporting, and related contractual obligations across both existing and future offerings while allowing Reprosify to continue expanding and improving its products and Services.

75.2 Applicability to Future Offerings

Unless expressly stated otherwise in a separately executed written agreement or in product-specific terms, this Policy shall apply to all current and future products and Services offered by Reprosify.

Future offerings may include, without limitation:

Membership Plans.
Subscription Plans.
Enterprise Services.
Custom Services.
Software platforms.
CRM systems.
Mobile applications.
Artificial intelligence services.
Automation services.
Marketing services.
Advertising services.
Lead generation services.
Referral programs.
Marketplace services.
Professional consulting.
Coaching programs.
Training programs.
Certification programs.
Data services.
Analytics platforms.
APIs.
Integrations.
Websites.
Customer portals.
Digital products.
Downloadable resources.
Licensing programs.
Sponsorship programs.
Territory programs.
White-label services.
Franchise programs.
Affiliate programs.
Partner programs.
Any other commercial offerings introduced by Reprosify.

The foregoing list is illustrative and not exhaustive.

75.3 Automatic Coverage

Except where prohibited by applicable law or expressly excluded by Reprosify in writing, newly introduced products and Services shall automatically become subject to this Policy upon their commercial availability.

Customers acknowledge that separate acceptance of this Policy may not be required each time Reprosify introduces a new product or Service, provided the Customer elects to purchase, activate, subscribe to, or otherwise use that offering.

75.4 Product-Specific Terms

Certain products or Services may be governed by additional terms, conditions, pricing schedules, service descriptions, order forms, statements of work, enterprise agreements, or product-specific policies.

Where product-specific terms apply:

Those terms supplement this Policy.
This Policy continues to apply except where the product-specific terms expressly provide otherwise.
Product-specific terms govern only the specific product or Service to which they relate.

Nothing in this Chapter limits Reprosify’s ability to establish product-specific requirements.

75.5 New Billing Models

Reprosify may introduce additional billing models for future products and Services, including, without limitation:

One-time purchases.
Monthly subscriptions.
Annual subscriptions.
Multi-year subscriptions.
Usage-based pricing.
Consumption-based pricing.
Seat-based licensing.
Transaction-based pricing.
Success-based pricing.
Performance-based pricing.
Revenue-sharing arrangements.
Marketplace commissions.
Tiered pricing.
Enterprise pricing.
Volume pricing.
Bundled pricing.
Promotional pricing.
Hybrid pricing models.
Other commercially reasonable pricing structures.

Such billing models shall be governed by this Policy unless expressly stated otherwise.

75.6 Future Payment Methods

Reprosify may introduce additional payment methods, payment technologies, financial service providers, digital wallets, bank transfer systems, payment processors, financing options, or other commercially available payment solutions.

Use of such payment methods shall remain subject to this Policy together with any applicable payment processor requirements or additional product-specific terms.

75.7 Future Renewal Programs

Future products may include:

Automatic Renewals.
Manual Renewals.
Recurring subscriptions.
Usage renewals.
Service renewals.
License renewals.
Territory renewals.
Sponsorship renewals.
Certification renewals.
Other recurring commercial arrangements.

Unless otherwise specified, the renewal provisions contained in this Policy shall apply.

75.8 Future Promotional Programs

Reprosify may establish future:

Promotional pricing.
Promotional Credits.
Credit Back Programs.
Loyalty programs.
Referral incentives.
Partner incentives.
Seasonal promotions.
Limited-time offers.
Customer rewards.
Beta programs.
Pilot programs.
Early adopter programs.
Other promotional initiatives.

Unless expressly stated otherwise, such programs shall remain subject to this Policy.

75.9 Technology Evolution

Customers acknowledge that Reprosify’s products and Services may evolve over time through:

Software updates.
Feature enhancements.
Artificial intelligence capabilities.
Automation improvements.
Security enhancements.
Integration updates.
Platform redesigns.
Infrastructure upgrades.
Product consolidations.
Service expansions.
Technology replacements.
Operational improvements.

Such changes do not, by themselves, create a right to cancel, receive a refund, or avoid contractual obligations unless otherwise required by applicable law or expressly provided in writing.

75.10 Product Retirement

Reprosify reserves the right, in its reasonable business judgment, to modify, consolidate, replace, suspend, discontinue, or retire products or Services.

Where commercially reasonable, Reprosify may provide advance notice of material product retirements.

Nothing in this Chapter obligates Reprosify to continue offering any particular product, feature, technology, integration, or Service indefinitely.

75.11 Customer Responsibilities

Customers remain responsible for:

Reviewing product-specific terms.
Understanding applicable pricing.
Maintaining accurate billing information.
Complying with this Policy.
Complying with applicable agreements.
Reporting qualifying events where required.
Paying applicable Fees.
Maintaining eligibility for the products and Services they elect to use.

Customers should review updates to Reprosify’s policies from time to time.

75.12 Customer Acknowledgment

By purchasing or using any current or future Reprosify product or Service, the Customer acknowledges and agrees that:

Reprosify may continue expanding its product portfolio.
Future offerings may introduce new features, technologies, pricing models, or commercial structures.
This Policy is intended to provide a consistent contractual framework across existing and future offerings.
Product-specific terms may supplement this Policy where applicable.
Continued use of future offerings constitutes acceptance of the applicable contractual terms to the extent permitted by applicable law.

75.13 Relationship to Other Chapters

This Chapter shall be interpreted together with every chapter contained within this Policy, including without limitation:

Products, Services & Memberships.
Membership Plans.
Subscription Plans.
Enterprise Services.
Custom Services.
Pricing.
Promotional Pricing.
Discounts.
Credits.
Promotional Credits.
Credit Back Programs.
Payment Methods.
Automatic Renewals.
Refund Policy.
Cancellation Policy.
Service Suspension.
Data Retention.
Exporting Data.
Record Retention.
Reporting Requirements.
Customer Responsibilities.
Disclaimers.
Survival of Obligations.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

75.14 Compliance with Applicable Law

Reprosify intends to administer future products and Services in accordance with applicable contract laws, consumer protection laws, commercial transaction laws, electronic commerce laws, privacy laws, data protection laws, payment regulations, real estate licensing laws where applicable, and all other mandatory legal requirements.

Nothing in this Chapter authorizes Reprosify to impose new contractual obligations retroactively where prohibited by applicable law. New products, Services, pricing models, or product-specific terms shall apply prospectively and in accordance with applicable law and the governing agreements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

75.15 Survival

The provisions of this Chapter relating to payment obligations, product-specific agreements, confidentiality, intellectual property, record retention, reporting requirements, dispute resolution, limitation of liability, Collection Rights, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, Account Deletion, completion of Services, or discontinuation of any individual product or Service to the fullest extent permitted by applicable law.

75.16 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to research, develop, acquire, license, integrate, launch, modify, enhance, suspend, replace, consolidate, rebrand, discontinue, or otherwise manage its products, Services, software platforms, technologies, pricing models, billing methods, payment systems, renewal programs, promotional offerings, business models, and commercial initiatives with prospective effect.

Nothing contained in this Chapter shall be interpreted as obligating Reprosify to continue offering any specific product or Service, maintain any feature indefinitely, or prevent the introduction of new commercial offerings. Reprosify retains the right to establish additional product-specific terms where appropriate, provided they are applied in accordance with applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 76. Policy Updates

76.1 Purpose

This Chapter establishes the policies governing amendments, revisions, modifications, updates, supplements, replacements, restatements, clarifications, and other changes to this Universal Billing, Payment, Renewal, Refund & Cancellation Policy.

The purpose of this Chapter is to provide Reprosify with the flexibility to update this Policy in response to changes in applicable law, business operations, technology, products, Services, payment systems, regulatory requirements, security practices, industry standards, and other legitimate business needs while providing Customers with appropriate notice where required by applicable law.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software platforms, CRM systems, referral programs, lead generation services, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, artificial intelligence services, websites, mobile applications, customer portals, and all current and future products and Services offered by Reprosify.

76.2 Right to Update

To the fullest extent permitted by applicable law, Reprosify reserves the right to:

Amend this Policy.
Modify this Policy.
Update this Policy.
Supplement this Policy.
Replace this Policy.
Restate this Policy.
Clarify existing provisions.
Correct typographical errors.
Correct administrative errors.
Add new provisions.
Remove obsolete provisions.
Reorganize provisions.
Update terminology.
Revise procedures.
Modify operational requirements.
Reflect changes in products or Services.
Reflect changes in technology.
Reflect changes in payment methods.
Reflect changes in legal or regulatory requirements.
Reflect changes in industry standards.
Make other commercially reasonable modifications.

Such updates shall apply prospectively unless otherwise required or permitted by applicable law.

76.3 Reasons for Updates

Reprosify may update this Policy for reasons including, without limitation:

Introduction of new products.
Introduction of new Services.
Product enhancements.
Technology improvements.
Artificial intelligence developments.
Security enhancements.
Fraud prevention improvements.
Payment processor requirements.
Banking requirements.
Accounting requirements.
Tax law changes.
Consumer protection law changes.
Privacy law changes.
Data protection law changes.
Real estate industry developments.
Operational improvements.
Customer feedback.
Business restructuring.
Risk management.
Court decisions.
Regulatory guidance.
Industry best practices.
Other legitimate business purposes.

The foregoing list is illustrative and not exhaustive.

76.4 Notice of Material Changes

Where required by applicable law or where Reprosify determines appropriate, Customers may be notified of material changes through one or more of the following methods:

Email.
Customer portal notifications.
Platform notifications.
Website postings.
Account dashboards.
Billing notices.
Renewal notices.
Mobile application notifications.
Other commercially reasonable methods of communication.

The method of notification may vary depending upon the nature of the change.

76.5 Effective Date of Updates

Unless otherwise stated:

Administrative corrections may become effective immediately.
Clarifications of existing provisions may become effective immediately.
Non-material changes may become effective upon publication.
Material changes shall become effective on the date specified in the updated Policy or accompanying notice.
Changes required by applicable law may become effective on the date required by law.

The effective date of each revision shall be identified within the updated Policy where appropriate.

76.6 Continued Use of Services

To the fullest extent permitted by applicable law, a Customer’s continued purchase, renewal, activation, access to, or use of Reprosify products or Services after the effective date of an updated Policy constitutes acceptance of the revised Policy.

Where applicable law requires affirmative consent for particular changes, Reprosify will obtain such consent using commercially reasonable methods before those changes become effective.

76.7 Existing Agreements

Unless expressly stated otherwise:

Policy updates apply prospectively.
Rights and obligations that accrued before the effective date of an update remain governed by the Policy in effect when those rights or obligations accrued.
Existing invoices, payment obligations, Closing Fees, Performance Fees, Referral Attribution, Referral Coverage Periods, and other accrued contractual rights remain enforceable according to the applicable agreements.

Nothing in this Chapter authorizes retroactive modification of accrued contractual rights where prohibited by applicable law.

76.8 Product-Specific Terms

If a product or Service is governed by additional or product-specific terms:

Those terms supplement this Policy.
Product-specific terms control only to the extent of a direct conflict.
This Policy continues to govern all matters not specifically addressed by the product-specific terms.

Nothing in this Chapter limits Reprosify’s ability to introduce product-specific policies for future offerings.

76.9 Customer Responsibility

Customers are responsible for periodically reviewing the current version of this Policy.

Customers should ensure that their contact information remains accurate so that Reprosify can provide notices when appropriate.

Failure to review updated policies does not relieve a Customer from obligations that become applicable in accordance with this Chapter and applicable law.

76.10 Severability of Updates

If any updated provision is determined by a court or other authority of competent jurisdiction to be invalid, illegal, or unenforceable, that determination shall affect only the specific provision at issue.

The remaining provisions of this Policy, including other updates, shall remain in full force and effect to the fullest extent permitted by applicable law.

76.11 No Waiver

Failure by Reprosify to immediately implement, enforce, or exercise any updated provision shall not constitute:

A waiver.
A modification.
A release.
An abandonment of rights.
An election of remedies.
Acceptance of non-compliance.

Any waiver must be expressly approved in writing by an authorized representative of Reprosify.

76.12 Customer Acknowledgment

By purchasing or using Reprosify products or Services, the Customer acknowledges and agrees that:

Business operations, laws, technologies, and products evolve over time.
Periodic updates to this Policy are reasonably necessary.
Reprosify may update this Policy in accordance with this Chapter.
Continued use of applicable products or Services after an update may constitute acceptance of revised terms where permitted by applicable law.
Product-specific terms may supplement this Policy.
Accrued contractual rights remain enforceable notwithstanding later Policy updates.

76.13 Relationship to Other Chapters

This Chapter shall be interpreted together with every chapter contained within this Policy, including without limitation:

Purpose of this Policy.
Scope and Applicability.
Future Products & Services.
Products, Services & Memberships.
Pricing.
Payment Methods.
Automatic Renewals.
Refund Policy.
Cancellation Policy.
Data Retention.
Record Retention.
Reporting Requirements.
Customer Responsibilities.
Survival of Obligations.
Disclaimers.
Collection Rights.
All other provisions contained within this Universal Billing, Payment, Renewal, Refund & Cancellation Policy.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

76.14 Compliance with Applicable Law

Reprosify intends to administer Policy updates in accordance with applicable contract laws, consumer protection laws, commercial transaction laws, electronic commerce laws, privacy laws, data protection laws, payment regulations, real estate licensing laws where applicable, and all other mandatory legal requirements.

Nothing contained in this Chapter authorizes Reprosify to retroactively modify accrued contractual rights, eliminate mandatory consumer protections, or impose obligations prohibited by applicable law.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

76.15 Survival

The provisions of this Chapter relating to accrued rights, payment obligations, notice procedures, interpretation, dispute resolution, record retention, limitation of liability, Collection Rights, confidentiality, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, Account Deletion, completion of Services, or replacement of this Policy by a subsequent version to the fullest extent permitted by applicable law.

76.16 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, amend, supplement, replace, consolidate, reorganize, clarify, or discontinue this Universal Billing, Payment, Renewal, Refund & Cancellation Policy and any related procedures, schedules, notices, forms, pricing methodologies, billing practices, payment requirements, renewal processes, refund standards, cancellation procedures, reporting obligations, administrative workflows, and operational policies with prospective effect.

Nothing contained in this Chapter shall be interpreted as limiting Reprosify’s ability to respond to changes in applicable law, technological advancements, evolving business practices, regulatory requirements, security risks, customer needs, or future products and Services. Reprosify retains the right to implement reasonable Policy updates consistent with applicable law while preserving accrued contractual rights and honoring legal obligations. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 77. Force Majeure

77.1 Purpose

This Chapter establishes the policies governing delays, interruptions, suspensions, failures of performance, or inability to perform contractual obligations resulting from extraordinary events beyond the reasonable control of Reprosify or, where applicable, the Customer.

The purpose of this Chapter is to allocate the risks associated with unforeseen events that materially interfere with the performance of contractual obligations while preserving the rights and responsibilities of both parties to the fullest extent permitted by applicable law.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software platforms, CRM systems, artificial intelligence services, referral programs, lead generation services, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, payment processing, customer portals, websites, mobile applications, consulting services, and all current and future products and Services offered by Reprosify.

77.2 Definition of Force Majeure Event

A “Force Majeure Event” means any event, circumstance, condition, or occurrence beyond the reasonable control of the affected party that materially prevents, delays, interrupts, or impairs the performance of contractual obligations despite the exercise of commercially reasonable efforts.

A Force Majeure Event may be temporary or permanent depending upon the nature of the event.

77.3 Examples of Force Majeure Events

Force Majeure Events may include, without limitation:

Acts of God.
Natural disasters.
Earthquakes.
Floods.
Hurricanes.
Tornadoes.
Wildfires.
Severe storms.
Extreme weather events.
Pandemics.
Epidemics.
Public health emergencies.
Quarantines.
Government shutdowns.
Government restrictions.
Legislative changes.
Regulatory actions.
Court orders.
Military actions.
War.
Armed conflict.
Terrorist acts.
Civil unrest.
Riots.
Insurrection.
Labor strikes.
Labor shortages.
Transportation disruptions.
Utility failures.
Electrical outages.
Internet outages.
Telecommunications failures.
Cloud infrastructure failures.
Data center failures.
Cybersecurity incidents.
Distributed denial-of-service attacks.
Malware attacks.
Ransomware attacks.
Third-party hosting failures.
Payment processor outages.
Banking disruptions.
Financial network failures.
Vendor failures.
Supply chain disruptions.
Artificial intelligence service interruptions.
Software platform failures beyond reasonable control.
Acts or omissions of governmental authorities.
Any other extraordinary event beyond the reasonable control of the affected party.

The foregoing list is illustrative and not exhaustive.

77.4 Suspension of Performance

If a Force Majeure Event materially affects a party’s ability to perform its contractual obligations, the affected obligations may be delayed, suspended, or excused for the duration of the Force Majeure Event to the extent performance is materially affected.

The affected party shall not be considered in breach solely because of delays or failures directly resulting from a Force Majeure Event.

77.5 Commercially Reasonable Efforts

The affected party shall use commercially reasonable efforts to:

Mitigate the effects of the Force Majeure Event.
Resume performance as soon as reasonably practicable.
Restore affected Services where feasible.
Implement reasonable business continuity measures.
Cooperate with affected Customers where appropriate.
Reduce the duration and impact of the interruption.

Nothing in this Section requires the affected party to incur unreasonable expense, assume unreasonable risk, or undertake extraordinary measures beyond commercially reasonable efforts.

77.6 Notice of Force Majeure

Where commercially practicable, the affected party should provide notice of a Force Majeure Event within a reasonable time after becoming aware that the event is likely to materially affect contractual performance.

Notice may include, where reasonably available:

A general description of the event.
The anticipated impact on Services.
The estimated duration, if known.
Available alternatives or workarounds.
Material updates as circumstances evolve.

Failure to provide immediate notice shall not eliminate Force Majeure protections where circumstances reasonably prevented timely notice.

77.7 Effect on Payment Obligations

Unless otherwise required by applicable law or expressly agreed in writing:

Fees earned before the Force Majeure Event remain payable.
Outstanding invoices remain payable.
Previously accrued Membership Fees remain payable.
Previously accrued Subscription Fees remain payable.
Previously earned Closing Fees remain payable.
Previously earned Performance Fees remain payable.
Taxes remain payable where applicable.
Other accrued contractual payment obligations remain enforceable.

A Force Majeure Event does not automatically create a right to a refund, credit, chargeback, or cancellation.

77.8 Third-Party Service Providers

Reprosify relies upon third-party providers for certain aspects of its business operations, including:

Cloud hosting.
Payment processing.
Banking services.
Telecommunications.
Internet connectivity.
Data services.
Artificial intelligence services.
Infrastructure providers.
Security providers.
Software integrations.

Failures or interruptions affecting such providers may constitute a Force Majeure Event where they are beyond Reprosify’s reasonable control.

77.9 Temporary Service Interruptions

Customers acknowledge that Force Majeure Events may result in temporary:

Platform interruptions.
CRM interruptions.
Website downtime.
Delays in Lead routing.
Delays in Referral processing.
Delays in billing.
Delays in payment processing.
Delays in customer support.
Delays in onboarding.
Delays in reporting.
Delays in software updates.
Delays in marketing activities.
Other operational interruptions.

Such interruptions do not constitute a breach of this Policy when directly caused by a Force Majeure Event.

77.10 Extended Force Majeure Events

If a Force Majeure Event continues for an extended period and materially prevents performance, Reprosify may, in its reasonable business judgment:

Suspend affected Services.
Delay implementation.
Modify operational procedures.
Reallocate resources.
Extend performance deadlines.
Reschedule implementation.
Temporarily discontinue affected Services.
Negotiate reasonable alternative arrangements.
Exercise other contractual rights available under this Policy or applicable agreements.

Any such action shall be subject to applicable law.

77.11 Customer Responsibilities

Customers experiencing a Force Majeure Event affecting their own performance should use commercially reasonable efforts to:

Mitigate the effects of the event.
Protect account credentials.
Preserve relevant records.
Maintain communication where reasonably possible.
Cooperate in rescheduling affected activities.
Resume contractual performance as soon as reasonably practicable.

Nothing in this Section relieves Customers from obligations that are capable of being performed during the Force Majeure Event.

77.12 No Liability for Force Majeure

To the fullest extent permitted by applicable law, neither party shall be liable for delays or failures in performance directly caused by a Force Majeure Event, except for obligations that expressly survive or remain capable of performance despite the event.

Nothing in this Chapter limits liability for:

Fraud.
Intentional misconduct.
Willful misconduct.
Gross negligence where liability cannot be limited under applicable law.
Payment obligations already accrued.
Other obligations that applicable law prohibits from being excused.

77.13 Customer Acknowledgment

By purchasing or using Reprosify products or Services, the Customer acknowledges and agrees that:

Extraordinary events beyond a party’s reasonable control may occur.
Such events may temporarily interrupt Services.
Reprosify may rely upon third-party infrastructure providers.
Force Majeure Events do not automatically create refund rights.
Previously accrued payment obligations generally remain enforceable.
Reprosify will use commercially reasonable efforts to restore affected Services as circumstances permit.

77.14 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Payment Methods.
Failed Payments.
Automatic Renewals.
Refund Policy.
Cancellation Policy.
Service Suspension.
Customer Responsibilities.
No Performance Guarantee.
Disclaimers.
Data Retention.
Record Retention.
Collection Rights.
Fraud Prevention.
Survival of Obligations.
Policy Updates.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

77.15 Compliance with Applicable Law

Reprosify intends to administer this Force Majeure provision in accordance with applicable contract laws, commercial transaction laws, consumer protection laws, electronic commerce laws, payment regulations, real estate licensing laws where applicable, and other mandatory legal requirements.

Nothing contained in this Chapter shall excuse obligations that applicable law prohibits from being excused or waive mandatory legal rights afforded to Customers under applicable law.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

77.16 Survival

The provisions of this Chapter relating to accrued payment obligations, record preservation, dispute resolution, limitation of liability, confidentiality, Collection Rights, Fraud Prevention, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, Account Deletion, completion of Services, or the conclusion of a Force Majeure Event to the fullest extent permitted by applicable law.

77.17 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, modify, expand, limit, suspend, replace, enhance, or discontinue its business continuity plans, disaster recovery procedures, cybersecurity response protocols, operational safeguards, infrastructure architecture, third-party service providers, communication procedures, emergency policies, and Force Majeure response practices with prospective effect.

Nothing contained in this Chapter shall be interpreted as guaranteeing uninterrupted availability of any product or Service under all circumstances or requiring Reprosify to perform obligations rendered impossible or commercially impracticable by a Force Majeure Event. Reprosify retains the right to take commercially reasonable actions necessary to protect its Customers, personnel, systems, infrastructure, business operations, contractual rights, and legal interests during and following a Force Majeure Event. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 78. Severability

78.1 Purpose

This Chapter establishes the policies governing the interpretation and continued enforceability of this Universal Billing, Payment, Renewal, Refund & Cancellation Policy if any provision, clause, sentence, paragraph, section, chapter, schedule, exhibit, attachment, or portion of this Policy is determined to be invalid, illegal, unenforceable, void, or otherwise ineffective under applicable law.

The purpose of this Chapter is to preserve the maximum lawful effect of the parties’ contractual intentions while ensuring that any invalid provision affects only the minimum portion of this Policy necessary to comply with applicable law.

This Chapter applies to every provision contained within this Policy and any related agreements that expressly incorporate this Policy by reference.

78.2 General Rule of Severability

If any provision of this Policy is determined by a court, arbitrator, regulatory authority, or other tribunal of competent jurisdiction to be invalid, illegal, unenforceable, void, or otherwise ineffective, that determination shall affect only the specific provision, or the specific portion of that provision, to the minimum extent necessary.

The remaining provisions of this Policy shall continue in full force and effect to the fullest extent permitted by applicable law.

78.3 Partial Invalidity

If only a portion of a provision is determined to be invalid or unenforceable, the valid portion shall remain enforceable whenever it can reasonably be separated from the invalid portion while preserving the commercial purpose and legal intent of the provision.

Only the minimum language necessary to achieve compliance with applicable law shall be disregarded or limited.

78.4 Preservation of Commercial Intent

The parties acknowledge that this Policy has been drafted as an integrated contractual framework.

Accordingly, if any provision is determined to be invalid or unenforceable, the remaining provisions shall be interpreted in a manner that most closely preserves:

The original commercial intent of the parties.
The overall purpose of this Policy.
The allocation of contractual rights and responsibilities.
The economic expectations of the parties.
The enforceability of the remaining provisions.
Compliance with applicable law.

78.5 Judicial Modification

Where permitted by applicable law, any court, arbitrator, or tribunal of competent jurisdiction may interpret, limit, modify, reform, or narrowly construe an otherwise unenforceable provision solely to the minimum extent necessary to render that provision enforceable while preserving its intended commercial purpose.

Nothing in this Section requires a court or tribunal to rewrite this Policy where applicable law does not permit such modification.

78.6 Mandatory Consumer Protections

Nothing contained in this Policy shall be interpreted as limiting, waiving, or eliminating any mandatory consumer protection, statutory right, regulatory protection, or other legal right that cannot lawfully be waived under applicable law.

Where mandatory law provides greater protections than this Policy, such mandatory legal protections shall govern to the extent required by law.

78.7 Jurisdiction-Specific Interpretation

Because Customers may reside or conduct business in different jurisdictions, certain provisions may be interpreted differently under applicable local law.

If a provision is unenforceable in one jurisdiction but enforceable in another:

The provision shall remain enforceable in jurisdictions where permitted.
The unenforceability in one jurisdiction shall not affect enforceability elsewhere.
Only the minimum modification required by the applicable jurisdiction shall apply.

78.8 Independent Operation of Chapters

Each chapter, section, subsection, paragraph, and provision contained within this Policy is intended to operate independently where reasonably possible.

The invalidity or unenforceability of one chapter shall not invalidate:

Billing provisions.
Payment provisions.
Renewal provisions.
Refund provisions.
Cancellation provisions.
Reporting Requirements.
Audit Rights.
Collection Rights.
Fraud Prevention provisions.
Referral Attribution provisions.
Lead Ownership provisions.
Data Retention provisions.
Record Retention provisions.
Force Majeure provisions.
Survival provisions.
Disclaimers.
Limitation of Liability.
Any other independent contractual provision.

78.9 No Automatic Invalidation of Entire Policy

Unless required by applicable law, the invalidity or unenforceability of any individual provision shall not render this entire Policy invalid.

The parties expressly intend that this Policy remain enforceable to the maximum extent permitted by applicable law.

78.10 Future Legal Developments

If changes in applicable law, judicial decisions, regulatory interpretations, or governmental actions affect the enforceability of any provision, this Policy shall continue to be interpreted in a manner that preserves its lawful operation to the greatest extent reasonably possible.

Nothing in this Section prevents Reprosify from updating this Policy to reflect future legal developments.

78.11 Customer Acknowledgment

By purchasing or using Reprosify products or Services, the Customer acknowledges and agrees that:

Individual provisions of this Policy may be interpreted differently under applicable law.
The parties intend for the remaining provisions to remain enforceable if any provision becomes invalid.
Mandatory legal protections continue to apply where required by law.
Courts and tribunals may, where permitted by applicable law, interpret provisions in a manner that preserves their lawful effect.

78.12 Relationship to Other Chapters

This Chapter shall be interpreted together with every chapter contained within this Policy, including without limitation:

Scope and Applicability.
Definitions.
Policy Updates.
Future Products & Services.
Customer Responsibilities.
Payment Methods.
Automatic Renewals.
Refund Policy.
Cancellation Policy.
Data Retention.
Record Retention.
Audit Rights.
Reporting Requirements.
Assignment Restrictions.
Successors and Assigns.
Force Majeure.
Survival of Obligations.
Disclaimers.
Limitation of Liability.
Collection Rights.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

78.13 Compliance with Applicable Law

Reprosify intends for this Policy to comply with applicable contract laws, commercial transaction laws, consumer protection laws, electronic commerce laws, privacy laws, data protection laws, payment regulations, real estate licensing laws where applicable, and all other mandatory legal requirements.

Nothing contained in this Policy shall be interpreted as requiring enforcement of any provision that applicable law expressly prohibits.

If any provision conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Policy.

78.14 Survival

The provisions of this Chapter shall survive suspension, cancellation, expiration, termination, Account Deletion, completion of Services, replacement of this Policy, and the resolution of any dispute arising under this Policy.

The interpretation principles contained in this Chapter shall continue to govern any dispute concerning the enforceability of this Policy regardless of whether the underlying contractual relationship has ended.

78.15 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to interpret, administer, amend, reorganize, clarify, supplement, replace, or modify this Policy in accordance with the Policy Updates provisions and applicable law.

Nothing contained in this Chapter shall be interpreted as creating an obligation to invalidate the entire Policy because one provision becomes unenforceable. Reprosify retains the right to rely upon every remaining lawful provision, preserve the commercial purpose of this Policy, implement revisions necessary to maintain legal compliance, and enforce all valid contractual rights and obligations to the fullest extent permitted by applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 79. Entire Agreement

79.1 Purpose

This Chapter establishes the policies governing the interpretation, integration, and contractual effect of this Universal Billing, Payment, Renewal, Refund & Cancellation Policy and its relationship to other agreements governing the products and Services offered by Reprosify.

The purpose of this Chapter is to ensure that the parties have a clear understanding of the contractual documents governing their relationship and to avoid disputes arising from alleged prior discussions, negotiations, proposals, representations, marketing materials, demonstrations, or informal communications that are not incorporated into the governing agreements.

79.2 Entire Agreement

This Universal Billing, Payment, Renewal, Refund & Cancellation Policy, together with the documents expressly incorporated by reference, constitutes the complete and exclusive agreement between Reprosify and the Customer with respect to billing, payment, renewals, refunds, cancellations, credits, fees, reporting obligations, recordkeeping, and other matters specifically addressed by this Policy.

This Policy supersedes all prior or contemporaneous discussions, negotiations, proposals, understandings, communications, representations, or agreements relating to the same subject matter, whether oral, written, electronic, or otherwise, except as expressly preserved in a separately executed written agreement.

79.3 Documents Incorporated by Reference

Where applicable, this Policy shall be read together with the following documents, as amended from time to time:

Terms of Service.
Privacy Policy.
Applicable Membership Agreements.
Subscription Agreements.
Enterprise Agreements.
Statements of Work.
Order Forms.
Service Descriptions.
Product-Specific Terms.
Sponsorship Agreements.
Territory Agreements.
Promotional Terms.
Acceptable Use Policies.
Data Processing Agreements.
Other documents expressly incorporated by reference.

Each incorporated document forms part of the contractual relationship to the extent applicable to the Customer’s products or Services.

79.4 Order of Precedence

In the event of a direct conflict between this Policy and another governing document, the following order of precedence shall apply unless expressly stated otherwise in a separately executed written agreement:

A separately executed Enterprise Agreement or negotiated written contract signed by authorized representatives of both parties.
An applicable Statement of Work or Order Form.
Product-Specific Terms applicable to the purchased product or Service.
This Universal Billing, Payment, Renewal, Refund & Cancellation Policy.
The Terms of Service.
Other incorporated policies and guidelines.

This order of precedence applies only to the specific subject matter in conflict. All other provisions shall continue to operate harmoniously.

79.5 No Reliance on External Statements

The Customer acknowledges that, in entering into the contractual relationship with Reprosify, the Customer has not relied upon any representation, promise, warranty, forecast, estimate, demonstration, marketing statement, sales presentation, proposal, illustration, sample, brochure, website content, social media content, webinar, training session, or other communication except as expressly contained in the governing agreements.

Nothing in this Section limits liability for fraud or fraudulent misrepresentation where such liability cannot lawfully be excluded.

79.6 Product Information

Descriptions of products and Services provided through marketing materials, demonstrations, presentations, websites, videos, advertisements, brochures, knowledge bases, frequently asked questions, onboarding materials, or other informational resources are provided for general informational purposes.

Unless expressly incorporated into a governing agreement, such materials do not create independent contractual obligations or modify this Policy.

79.7 Amendments

No amendment, modification, waiver, supplement, or variation of this Policy shall be effective unless made in accordance with the applicable Policy Updates provisions or contained within a separately executed written agreement signed by authorized representatives where required.

Informal communications, customer support discussions, sales conversations, or operational accommodations shall not be interpreted as permanent amendments unless expressly documented in accordance with this Policy.

79.8 Independent Agreements

Nothing in this Chapter prevents Reprosify and a Customer from entering into separate written agreements governing specific products, enterprise relationships, custom development projects, consulting engagements, or other specialized Services.

Such agreements shall govern only the specific matters expressly addressed therein and shall not otherwise modify this Policy unless expressly stated.

79.9 Electronic Communications

The parties acknowledge that agreements, notices, approvals, authorizations, renewals, confirmations, and other contractual communications may be created, executed, accepted, stored, or transmitted electronically to the fullest extent permitted by applicable law.

Electronic records and electronic signatures shall have the legal effect provided under applicable law.

79.10 Customer Acknowledgment

By purchasing or using Reprosify products or Services, the Customer acknowledges and agrees that:

This Policy forms part of the governing contractual framework.
Additional product-specific agreements may supplement this Policy.
Prior discussions or negotiations not incorporated into the governing agreements are not independently binding.
Marketing materials are informational unless expressly incorporated into a governing agreement.
Separate negotiated agreements may modify this Policy only where expressly stated.

79.11 Relationship to Other Chapters

This Chapter shall be interpreted together with every chapter contained within this Policy, including without limitation:

Purpose of this Policy.
Scope and Applicability.
Definitions.
Products, Services & Memberships.
Future Products & Services.
Policy Updates.
Customer Responsibilities.
Payment Methods.
Automatic Renewals.
Refund Policy.
Cancellation Policy.
Assignment Restrictions.
Successors and Assigns.
Force Majeure.
Severability.
Survival of Obligations.
Disclaimers.
Limitation of Liability.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

79.12 Compliance with Applicable Law

Reprosify intends for this Chapter to be interpreted in accordance with applicable contract laws, commercial transaction laws, electronic commerce laws, consumer protection laws, privacy laws, data protection laws, evidentiary rules, and other mandatory legal requirements.

Nothing contained in this Chapter shall exclude or limit any legal right that cannot lawfully be excluded under applicable law.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

79.13 Survival

The provisions of this Chapter relating to contractual interpretation, incorporated agreements, dispute resolution, record retention, evidentiary use of electronic communications, limitation of liability, confidentiality, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, Account Deletion, completion of Services, replacement of this Policy, or resolution of any dispute arising under this Policy to the fullest extent permitted by applicable law.

79.14 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, interpret, administer, amend, supplement, replace, consolidate, reorganize, clarify, or update this Policy and its related contractual documentation in accordance with the applicable Policy Updates provisions and governing agreements.

Nothing contained in this Chapter shall be interpreted as permitting prior negotiations, marketing materials, informal communications, or unilateral understandings to override the express written terms of this Policy or other governing agreements. Reprosify retains the right to rely upon the complete integrated contractual framework established by this Policy and the documents expressly incorporated by reference, while preserving all rights, remedies, defenses, and protections available under this Policy, the applicable agreements, and applicable law.

Chapter 80. Governing Law

80.1 Purpose

This Chapter establishes the rules governing the interpretation, construction, validity, enforceability, administration, and legal effect of this Universal Billing, Payment, Renewal, Refund & Cancellation Policy and the contractual relationship between Reprosify and its Customers.

The purpose of this Chapter is to identify the body of law that governs this Policy while recognizing that certain mandatory legal protections may apply to Customers under applicable law and cannot be waived.

This Chapter applies to all Membership Plans, Subscription Plans, Enterprise Services, Custom Services, software platforms, CRM systems, customer portals, referral programs, lead generation services, marketing services, Territory Reservations, Sponsored Territories, Exclusive Markets, artificial intelligence services, consulting services, payment processing, websites, mobile applications, and all current and future products and Services offered by Reprosify.

80.2 Governing Law

Except to the extent prohibited by applicable law or modified by a separately executed written agreement, this Policy and all disputes, claims, controversies, proceedings, rights, obligations, and contractual relationships arising out of or relating to this Policy shall be governed by and construed in accordance with the laws designated in the applicable governing agreement, without regard to that jurisdiction’s conflict of laws principles to the extent permitted by applicable law.

Where no separate governing agreement specifies the applicable law, the governing law shall be the laws of the jurisdiction in which the contracting Reprosify entity is organized or principally conducts the business relationship with the Customer, unless otherwise required by applicable law.

80.3 International Customers

Reprosify provides products and Services to Customers located in multiple jurisdictions.

Customers acknowledge that:

Different jurisdictions may have different legal requirements.
Certain mandatory local laws may apply.
Certain consumer protections cannot lawfully be waived.
Certain tax obligations may vary by jurisdiction.
Certain payment regulations may differ among countries.
Certain privacy and data protection laws may impose additional obligations.

Nothing in this Chapter shall be interpreted as depriving a Customer of mandatory legal protections that cannot lawfully be excluded.

80.4 Interpretation of Applicable Law

This Policy shall be interpreted in a commercially reasonable manner that gives effect to:

The expressed intentions of the parties.
The commercial purpose of the agreement.
Applicable statutes.
Applicable regulations.
Applicable judicial decisions.
Mandatory legal requirements.
Industry standards where appropriate.
Principles of good faith and fair dealing where recognized by applicable law.

If more than one reasonable interpretation is available, the interpretation that best preserves the lawful operation of this Policy shall be preferred.

80.5 Conflict of Laws

To the fullest extent permitted by applicable law, the parties intend that the designated governing law shall apply without giving effect to conflict of laws principles that would require the application of the laws of another jurisdiction.

Nothing in this Section overrides mandatory legal requirements that applicable law requires to be applied regardless of contractual choice of law.

80.6 Mandatory Legal Requirements

Nothing contained in this Policy shall be interpreted to:

Waive mandatory statutory rights.
Eliminate non-waivable consumer protections.
Circumvent applicable regulatory requirements.
Avoid mandatory tax obligations.
Override mandatory privacy protections.
Limit rights that cannot lawfully be waived.
Restrict governmental authority where prohibited by law.

Where mandatory law conflicts with this Policy, the mandatory legal requirement shall govern only to the minimum extent necessary.

80.7 Regulatory Compliance

Reprosify intends to administer this Policy in compliance with all mandatory legal requirements applicable to the products and Services provided, including where applicable:

Commercial transaction laws.
Consumer protection laws.
Electronic commerce laws.
Payment regulations.
Banking regulations.
Anti-fraud laws.
Anti-money laundering requirements.
Privacy laws.
Data protection laws.
Real estate licensing laws where applicable.
Tax regulations.
Accounting requirements.
Other applicable legal obligations.

Compliance with applicable law shall not be interpreted as expanding Reprosify’s contractual obligations beyond those expressly assumed under this Policy.

80.8 Changes in Law

If applicable law changes after the effective date of this Policy, Reprosify may update this Policy in accordance with the Policy Updates provisions to maintain compliance with new legal requirements.

Changes in applicable law shall not automatically invalidate previously accrued contractual rights or obligations unless required by law.

80.9 Customer Acknowledgment

By purchasing or using Reprosify products or Services, the Customer acknowledges and agrees that:

This Policy is intended to be governed by the applicable governing law designated under this Chapter.
Mandatory legal protections continue to apply where required.
Applicable law may differ depending upon the Customer’s location and the contracting Reprosify entity.
Reprosify may update this Policy to reflect future legal developments.
Nothing in this Chapter eliminates rights that applicable law prohibits the parties from waiving.

80.10 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Scope and Applicability.
Definitions.
Policy Updates.
Force Majeure.
Severability.
Entire Agreement.
Survival of Obligations.
Customer Responsibilities.
Disclaimers.
Limitation of Liability.
Collection Rights.
Record Retention.
Audit Rights.
Reporting Requirements.
All other provisions contained within this Universal Billing, Payment, Renewal, Refund & Cancellation Policy.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

80.11 Compliance with Applicable Law

Reprosify intends for this Chapter to comply with applicable contract laws, commercial transaction laws, consumer protection laws, electronic commerce laws, payment regulations, privacy laws, data protection laws, evidentiary rules, real estate licensing laws where applicable, and other mandatory legal requirements.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

80.12 Survival

The provisions of this Chapter relating to governing law, contractual interpretation, accrued rights, payment obligations, dispute resolution, limitation of liability, confidentiality, record retention, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, Account Deletion, completion of Services, replacement of this Policy, or resolution of any dispute arising under this Policy to the fullest extent permitted by applicable law.

80.13 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to administer, interpret, enforce, and update this Policy in accordance with the governing law designated under this Chapter and the applicable Policy Updates provisions.

Nothing contained in this Chapter shall be interpreted as creating jurisdiction where none exists under applicable law, waiving mandatory legal protections, or preventing Reprosify from enforcing its contractual rights under the governing law identified in the applicable agreement. Reprosify retains the right to rely upon all applicable statutes, regulations, judicial decisions, contractual remedies, and legal defenses available under the governing law while preserving compliance with mandatory legal requirements. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.

Chapter 81. Contact Information

81.1 Purpose

This Chapter establishes the official methods by which Customers may communicate with Reprosify regarding this Universal Billing, Payment, Renewal, Refund & Cancellation Policy, including billing inquiries, payment matters, renewals, refunds, cancellations, disputes, reporting obligations, compliance matters, legal notices, customer support, and other communications relating to Reprosify’s products and Services.

The purpose of this Chapter is to ensure timely, accurate, secure, and efficient communication between Reprosify and its Customers while establishing the authorized channels through which official communications may be submitted and received.

81.2 Official Contact Channels

Customers may communicate with Reprosify using the official contact methods designated by Reprosify from time to time, including, where applicable:

Official email addresses.
Customer support portals.
Customer account dashboards.
Online contact forms.
Official websites.
Billing support channels.
Customer success representatives.
Enterprise account managers.
Official mailing addresses.
Telephone support.
Live chat services.
Other communication methods expressly designated by Reprosify.

Only communication channels officially designated by Reprosify shall constitute authorized contact methods for purposes of this Policy.

81.3 Billing and Payment Inquiries

Customers seeking assistance regarding matters including:

Billing.
Invoices.
Payment processing.
Failed Payments.
Automatic Renewals.
Credits.
Promotional Credits.
Refund requests.
Administrative Fees.
Taxes.
Account balances.
Payment authorizations.
Collection matters.

should contact Reprosify using the billing support channels designated by Reprosify.

81.4 Cancellation Requests

Requests relating to:

Cancellation.
Non-renewal.
Service termination.
Membership cancellation.
Subscription cancellation.
Account Deletion.

must be submitted in accordance with the applicable Cancellation Policy and any required Cancellation Form Requirements.

Communications submitted through unofficial channels may not constitute valid cancellation requests.

81.5 Legal Notices

Formal legal notices relating to this Policy, including notices concerning contractual disputes, legal claims, regulatory matters, or other legal proceedings, shall be delivered using the methods specified by Reprosify for legal correspondence or as otherwise required by applicable law.

Nothing in this Chapter limits any method of service or notice required by mandatory law or court order.

81.6 Customer Responsibility

Customers are responsible for maintaining accurate and current:

Email addresses.
Telephone numbers.
Mailing addresses.
Billing contacts.
Authorized representatives.
Brokerage information.
Business entity information.
Other contact information reasonably necessary for account administration.

Customers shall promptly update any material changes through the Reprosify Platform or other approved methods.

Reprosify shall not be responsible for delays or failures in communication resulting from inaccurate or outdated Customer contact information.

81.7 Communications from Reprosify

Reprosify may communicate with Customers regarding:

Billing matters.
Payment confirmations.
Renewal notices.
Failed Payments.
Refund determinations.
Cancellation confirmations.
Account updates.
Security notifications.
Service announcements.
Product updates.
Policy Updates.
Compliance matters.
Customer support.
Marketing communications where permitted by applicable law.
Other operational or contractual matters.

Communications may be delivered through one or more authorized communication channels maintained by Reprosify.

81.8 Response Times

Reprosify will use commercially reasonable efforts to respond to Customer inquiries within reasonable timeframes.

Response times may vary depending upon:

The nature of the inquiry.
Business hours.
Support volume.
Verification requirements.
Complexity of the issue.
Applicable Service Level Agreements.
Holidays.
Force Majeure Events.
Other operational considerations.

Nothing contained in this Policy guarantees a specific response time unless expressly stated in a separately executed written agreement.

81.9 Identity Verification

To protect Customers and the integrity of the Reprosify Platform, Reprosify may require commercially reasonable identity verification before:

Discussing account information.
Processing billing changes.
Updating payment methods.
Issuing refunds.
Processing cancellations.
Changing authorized users.
Providing confidential information.
Granting administrative access.
Processing other sensitive account requests.

Failure to complete reasonable verification procedures may delay or prevent processing of the request.

81.10 Updates to Contact Information

Reprosify reserves the right to update its contact information from time to time.

Current contact information may be published through:

The official Reprosify website.
Customer portals.
Account dashboards.
Official billing communications.
Policy Updates.
Other official communication channels.

Publication through an official Reprosify communication channel shall constitute sufficient notice of updated contact information unless otherwise required by applicable law.

81.11 Customer Acknowledgment

By purchasing or using Reprosify products or Services, the Customer acknowledges and agrees that:

Official communications should be directed through Reprosify’s designated communication channels.
Certain requests may require identity verification.
Accurate Customer contact information is necessary for effective account administration.
Communications sent through unofficial channels may not constitute valid contractual notice.
Reprosify may update its official contact information from time to time.

81.12 Relationship to Other Chapters

This Chapter shall be interpreted together with:

Account Registration.
Customer Responsibilities.
Payment Methods.
Renewal Notifications.
Failed Payments.
Refund Policy.
Cancellation Policy.
Cancellation Form Requirements.
Processing Times.
Account Deletion.
Reporting Requirements.
Policy Updates.
Entire Agreement.
Governing Law.
Dispute Resolution.
All other provisions contained within this Universal Billing, Payment, Renewal, Refund & Cancellation Policy.

Where multiple provisions apply, they shall be interpreted harmoniously to provide maximum lawful effect to the parties’ contractual rights and obligations.

81.13 Compliance with Applicable Law

Reprosify intends to administer customer communications in accordance with applicable contract laws, commercial transaction laws, electronic commerce laws, consumer protection laws, privacy laws, data protection laws, telecommunications regulations, electronic signature laws, and other mandatory legal requirements.

Nothing contained in this Chapter shall limit any legally required method of communication, service of process, or official notice required by applicable law.

If any provision of this Chapter conflicts with a mandatory legal requirement applicable to a particular jurisdiction, that provision shall be interpreted only to the minimum extent necessary to comply while preserving the remaining provisions of this Chapter.

81.14 Survival

The provisions of this Chapter relating to official notices, identity verification, billing communications, dispute-related communications, record retention, confidentiality, payment obligations, and any other provisions that by their nature should survive shall remain in effect following suspension, cancellation, expiration, termination, Account Deletion, completion of Services, replacement of this Policy, or resolution of any dispute arising under this Policy to the fullest extent permitted by applicable law.

81.15 Reservation of Rights

To the fullest extent permitted by applicable law, Reprosify reserves the right to establish, designate, modify, consolidate, expand, limit, replace, suspend, or discontinue its customer communication channels, support systems, contact methods, verification procedures, operational workflows, and administrative processes with prospective effect.

Nothing contained in this Chapter shall be interpreted as requiring Reprosify to monitor or respond through unofficial communication channels or to accept contractual notices submitted through methods not expressly authorized by Reprosify. Reprosify retains the right to require reasonable identity verification, direct Customers to appropriate support channels, update its official contact information, and administer customer communications in a manner that promotes security, operational efficiency, and compliance with applicable law. All rights, remedies, defenses, and protections available to Reprosify under this Policy, applicable agreements, and applicable law are expressly reserved.