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Terms and Conditions

Reprosify is on a mission to empower people to make better decisions through the fusion of machine and human intelligence. Our unique, patented AI technology products can conduct text conversations with consumers at scale. By combining natural language understanding with data and personalization, our products allow consumers to deeply engage in a purchase process prior to interacting with a salesperson.

In these Reprosify terms of service, “we”, “us”, “our”, and “Reprosify”, and the terms “you”, “your” and “user” will refer to you. When referring to the “Reprosify services,” we mean to include, both our phone-based and text-based services (the “Reprosify mobile services”) and our website and web app-based services (the “Reprosify web app”) and also various websites, applications, web applications, text messages, email notifications, and other mediums, or portions of such mediums, provided by Reprosify.

We reserve the right to make changes to Reprosify Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of Reprosify Terms of Use. Any changes or modifications will be effective immediately upon posting the updated Reprosify Terms of Use on the Site, and you waive the right to receive specific notice of each such change or modification.
You agree to our Terms by using the Reprosify services. By using the Reprosify services, you accept and agree to these Terms. If you are using the Reprosify services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to Reprosify that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “user” will refer to that organization). The exception to this is if that organization has a separate written agreement with Reprosify covering the use of the Reprosify services, in which case, if there are any provisions in these Terms that conflict with that agreement, that agreement will govern such use.
Whether using the Reprosify services as an individual or on behalf of an organization, you acknowledge that our agreements contained in these Terms are supported by reasonable and valuable consideration, including, without limitation, your ability to visit, use, submit information to, or receive information from the Reprosify services, the receipt and adequacy of which is hereby acknowledged by you individually and on behalf of any organization you represent. You also represent that you have the capacity to be bound by our agreements contained in these Terms, or if you are acting on behalf of a company or other entity, you have the authority to bind such company or entity.
By using the Reprosify services, you agree to receive phone calls and text messages from us and our partners. By using the Reprosify services, you expressly authorize Reprosify, its affiliated companies and its partners (described below), and each such entity’s employees, contractors, and software (collectively, “Service Provider”) to communicate with you by phone and text at the wireless phone number provided or any other number that you may provide in the future. You understand that message and data rates may apply based on the terms of your wireless service provider contract. You also agree that methods of contact may include the use of auto-generated text messages or an automated telephone dialing system, even if you’ve registered that number on a Do-Not-Call registry, and that my consent to text messages and phone calls is not a condition to using any Service Provider’s services. If you do not consent to receive these texts or calls, do not use the Reprosify service or provide your information to us.
You agree to indemnify Service Provider in full for all claims, expenses, and damages related to or caused in whole or in part by your failure to notify Service Provider if you change your wireless phone number, including but not limited to all claims, expenses, and damages related to or arising under the Telephone Consumer Protection Act (TCPA). You agree to notify Service Provider promptly if you change your wireless telephone number. You may revoke your consent to receive (i) phone calls by requesting to be placed on an internal Do Not Call list and (ii) text messages by responding to a text message with STOP. You understand this authorization cannot be revoked to the extent that action has already been taken in reliance on this authorization prior to the date Service Provider receives my request to revoke authorization.
In the event of a dispute between us, we agree to binding arbitration. These Terms contain a binding arbitration agreement, which provides that you and Reprosify agree to resolve certain disputes through binding individual arbitration and give up any right to have those disputes decided by a judge or a jury. You have the right to opt out of our agreement to arbitrate. See the Legal Disputes section below.
The Reprosify services are not intended for minors and are intended to be accessed and used only by adults and are not directed to minors. As stated in our Privacy Policy, we do not knowingly collect personally identifiable information from anyone under the age of 13 and you should not provide us with any information regarding any individual under the age of 13. The Reprosify services are also only to be used by citizens and residents of the United States and Canada.
PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED BY YOUR USE OF THE REPROSIFY SERVICES, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND REPROSIFY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT TEXT OR EMAIL WITH THE REPROSIFY SERVICES AND YOU SHOULD NOT USE THE REPROSIFY SERVICES.
We may revise these Reprosify terms of service from time to time. If we do, our revised terms will supersede prior versions. Unless we provide otherwise, revisions will be effective on and after the date at the top of the revised terms. If we make any material changes to our terms of service, we will provide notice to you either here, via the Reprosify app, or via text or phone. For non-material changes, we will update the effective date of our terms of service at the top of this page. We encourage you to check the effective date of these terms of service whenever you visit our website or use the Reprosify mobile services Reprosify app. Your continued access or use of the Reprosify services constitutes your acceptance of any and all changes, whether material or non-material. If you do not agree to the changes, you should stop using the Reprosify services
Reprosify has the right to change our terms. If we do, we will notify you here or via text or email. If you keep using our services after the terms change, then you have accepted those changes.
In order to use the Reprosify services, you will be asked to provide your mobile phone number and provide consent for us to contact you via voice call and/or text message, including through the use of automated calling technology, even if you’ve registered that number on a Do-Not-Call registry. We may also ask you to provide other information such as your e-mail address or current physical address. You must provide true, accurate, current, and complete information about yourself as requested during the user onboarding process. You must keep that information true, accurate, current, and complete after your initial use of the Reprosify services.
If you want to use the Reprosify services, you need to give us some information about yourself. The information you provide to us must be true and kept up to date. Your right to access and use the Reprosify services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Reprosify services for lawful purposes and pursuant to these Terms and our Privacy Policy.
You are solely responsible for all use (whether or not authorized) of the Reprosify services related to your mobile phone number, including the quality and integrity of your User Data. You are also solely responsible for all acts and omissions of anyone who has access to or otherwise uses your mobile phone number (“end users”). You agree to take all reasonable precautions to prevent unauthorized access to or use of the Reprosify services and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from the unauthorized use of the Reprosify services via your mobile phone number. You also agree not to allow any person under the age of 18 to use the Reprosify services via your mobile phone number.
Reprosify makes no guarantees regarding the availability of the Reprosify services. We will strive to make the Reprosify services available to you, but we make no guarantees regarding the availability of the Reprosify services, generally or at any particular time.
You may use the Reprosify services solely in accordance with these terms of service. You may use the Reprosify services, on a non-exclusive basis, solely in connection with and as necessary for your activities pursuant to these Terms. Any action by you that, in our sole discretion: (i) violates our Terms and/or our Privacy Policy; (ii) restricts, inhibits, or prevents any access, use, or enjoyment of the Reprosify services; or (iii) through the use of the Reprosify services, defames, abuses, harasses, offends or threatens, shall not be permitted, and may result in your loss of the right to access and use the Reprosify services. You shall not modify, scrape, embed, or frame the Reprosify services without our prior written permission.
Reprosify may discontinue providing the Reprosify services to any particular user, group of users, or all users. Reprosify reserves the right to cease providing or discontinuing the Reprosify services to any particular user, any group of users, or all users, in its sole and complete discretion and without prior notice.
Offers from our service partners and affiliates. Through the Reprosify service, you may choose to connect to third-party service providers. Reprosify does not endorse any third-party service providers. You should investigate any third-party service providers thoroughly and Reprosify is not responsible for any service provider.
Reprosify does not endorse and is not responsible or liable for any Content, Service Provider Content, Promotions, data, advertising, products, goods, or services available or unavailable from, or through, any Service Providers (which includes but is not limited to, legal, health care and wellness providers). you agree that should you use or rely on such Content, Service Provider Content, Promotions, data, advertisement, products, goods or services, available or unavailable from, or through any Service Provider (which includes, but is not limited to, health care and wellness providers), Reprosify is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. your dealings with, or participation in promotions of any Service Provider (which includes, but is not limited to, health care and wellness providers), and any other terms, conditions, representations, or warranties associated with such dealings, are between you and such Service Provider (which includes, but is not limited to, health care and wellness providers) exclusively and do not involve Reprosify. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging Service Providers (which includes but is not limited to, health care and wellness providers).
You agree that Reprosify is not responsible for the accessibility or unavailability of any Service Provider for your interactions and dealings with them, waive the right to bring or assert any claim against Reprosify relating to any interactions or dealings with any Service Provider (which includes, but is not limited to, health care and wellness providers), and release Reprosify from any and all liability for or relating to any interactions or dealings with Service Providers (which includes, but is not limited to, health care and wellness providers). In addition, you agree that Reprosify may exclude Service Providers from displaying in search results on the Reprosify Website for failing to meet particular Reprosify standards regarding Service Provider conduct. In addition, you understand that Reprosify may exclude Service Providers from displaying in search results on the Reprosify Website for failing to meet particular Reprosify standards regarding Service Provider conduct and performance
Reprosify may, in its sole discretion, have criminal and/or financial background checks conducted on certain Service Providers. By having such background checks conducted, Reprosify DOES NOT WAIVE ANY OF ITS DISCLAIMER OR LIMITATIONS OF LIABILITY, INCLUDING WITHOUT LIMITATION, THOSE SET FORTH UNDER THIS SECTION, SECTION 25 (WARRANTY DISCLAIMER), OR SECTION 26 (LIMITATION OF LIABILITY).
Through the Reprosify services, Reprosify and our partners and affiliates may provide a venue through which you can obtain information regarding you, upon your request, be connected to third-party service providers, such as real estate brokers, mortgage information services, insurance brokers, and other companies providing services through our network (“service providers”). We do not endorse or recommend the products or services of any service provider and are not an agent or advisors to you or any service provider. We do not validate or investigate the licensing, certification, or other requirements and qualifications of service providers. It is your responsibility to investigate any service providers before you engage them. You acknowledge and agree that these service providers are solely responsible for any services that they may provide to you and that we are not liable for any losses, costs, damages, or claims in connection with, arising from, or related to, your use of a service provider’s products or services. We urge you to obtain the advice of financial advisors or other qualified professionals who are fully aware of your individual circumstances before you make any financial decisions. You acknowledge and agree that you rely on your own judgment and that of such advisors in selecting any products or services offered by service providers.
Reprosify is not a lending institution or other service provider. Reprosify is not a direct agent or lending institution or service provider. Instead, we, through the Reprosify services, may help to connect you with service providers that might meet your needs based on the information provided by you. Reprosify does not, and will not, make any credit decision with any service provider referred to you. Reprosify does not issue mortgages or any other financial products.
Unless you are a service provider, Reprosify does not charge for its services, we do not charge users a fee to use our Reprosify services. Service providers may pay us fees for services and to be matched with users of the Reprosify services, however. Reprosify is not involved with and is not responsible for any fee arrangement that you may enter into with any service provider.
You release Reprosify from liability for your use of a service provider. By using the Reprosify services, you hereby release us of any and all losses, costs, damages, or claims in connection with, arising from, or related to your use of a service provider’s products or services, including any fees charged by a service provider.
Information you provide to Reprosify: If you transmit, submit, or post information to the Reprosify services that are not federally trademarked and/or copyrighted, you automatically grant us and our assigns the worldwide, fully-paid, royalty-free, exclusive right and license to use, copy, format, adapt, publish and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Content (as defined below). If you have obtained prior written permission from us to transmit, submit or post information to our Services that is federally trademarked and/or copyrighted, you automatically grant us and our assigns the worldwide, fully-paid, royalty-free right to use, copy, format, adapt, publish and/or incorporate any or all such information in any media whatsoever, including, without limitation, the Reprosify content.
You shall not transmit, submit or post the following to the Reprosify services:

Information that infringes our or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights;

Information that violates any law, statute, ordinance, or regulation;

Information that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to us or third parties or that infringes on our or any third party’s rights of publicity or privacy;

Information that contains any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots, or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

Information containing or constituting chain letters, mass mailings, political campaigning, or any form of “spam”;

Information that is false, inaccurate, or misleading;

Commercial advertisements or solicitations without our written permission; or

Federally trademarked and/or copyrighted information without our prior written permission.

We reserve the right (but not the obligation) to edit, refuse to post, or remove your transmissions, submissions, or postings. Under our Privacy Policy, we may review transmissions, submissions, or postings made by you to determine, in our sole discretion, your compliance with these Terms.

You are solely responsible for all your transmissions, submissions, or postings (i.e., your own user data) and the consequences of transmitting, submitting, or posting them.
Reprosify’s use of your data: Please read our privacy policy to understand what we do with your data. If you don’t want your data used that way, stop using our services immediately and unsubscribe from the Reprosify mobile services and web app by texting “STOP” to us.
“user data” consists of data and other information made available to us through the use of the Reprosify services under these terms of service, including, user usage data and user content.
user usage data” shall mean communications metadata made available to us through the use of the Reprosify services and include, without limitation, data used to trace and identify the source and destination of a communication, such as individual data subjects’ telephone numbers, data on the location of the device generated in the context of providing the Reprosify services, and the date, time, duration, and type of communication.
We might have to use or disclose your data for one or more of the reasons below:

If necessary provide you with the Reprosify services;

To address technical issues, provide support or maintain our services;

If we need to protect Reprosify, other users, or the public;

If there is an emergency; or

If the law requires.
“user content” shall mean content exchanged by means of the use of the Reprosify services, such as text message bodies, voice and video media, images, sound, and other content.
You acknowledge that you have read our Privacy Policy and understand that it sets forth how we will collect, store, and use your user data. If you do not agree with our Privacy Policy, stop using the Reprosify services immediately.
You instruct us to use and disclose user data as necessary to (a) provide the Reprosify services consistent with our Privacy Policy and these terms of service, including detecting, preventing, and investigating security incidents, fraud, or unlawful use of the Reprosify services; (b) respond to any technical problems or user queries and ensure the proper working of the Reprosify services; (c) to protect ourselves, our other customers, the public from harm or illegal activities, or the Reprosify services; (d) to respond to an emergency which we believe in, good faith, requires us to disclose user data to assist in preventing a death or serious bodily injury; or (e) comply with any applicable law, regulation, legal process or government request.
“Law” means any statute, law, ordinance, regulation, rule, judgment, or order of a government, court, or tribunal of competent jurisdiction, including, without limitation, any data protection laws, privacy laws, any laws that require you to obtain consent from a user or provide notice to a user in connection with such User’s use of any of the Reprosify services, any state, federal, and international laws, regulations, and rules related to the recording or monitoring of telephone calls, SMS messages, or other communications, the U.S. Foreign Corrupt Practices Act, rules established by the Federal Communications Commission, any federal or state anti-spam statute or regulation, including the CAN-SPAM Act of 2003, or any federal or state statute or regulation prohibiting the dissemination of unsolicited communications, including the Telephone Consumer Protection Act of 1991 (TCPA).
Restrictions and Requirements: Don’t transfer our services or resell them. Don’t use our services to break the laws, regulations, rules, etc., to violate these terms, or to violate someone else’s rights; Do make sure that Reprosify is allowed to use your data as needed to provide you our services; and Don’t reverse engineer any software we provide.
If you use the Reprosify services, you must comply with the following restrictions and requirements:

you agree not to transfer, resell, lease, license, or otherwise make available the Reprosify services to third parties or offer them on a standalone basis;

you will ensure that the Reprosify services are used in accordance with all applicable Laws and third-party rights, as well as these Terms;

you will ensure that we are entitled to use your User Data, as needed to provide the Reprosify services;

you will not use the Reprosify services in any manner that violates any applicable Law; and

except as allowed by applicable Law, you will not reverse engineer, decompile, disassemble, or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the Reprosify services

Service/Referral Partners: While you are using the Reprosify services, we may share with you opportunities offered by our network of Service/Referral Partners. We are typically compensated by our Service/Referral Partners for referrals made to them.

Products or services that you may purchase from our Service/Referral Partners are not Reprosify products or services, but, instead, are being offered by third parties.
When you accept a referral to one of our Service/Referral Partners, you are telling Reprosify that it’s okay for us to give the Service/Referral Partner information about you so that they can offer their products or services to you.
We may make available through the Reprosify services referrals to our third-party partners who may offer to provide additional products and services to you (each, a “Service/Referral Partner”). We are typically compensated by our Service/Referral Partners for such referrals. If you, at your sole discretion, choose to engage with a Service/Referral Partner, then you will be required to accept the Referral Provider’s terms of service (“Referral Provider’s Terms”) as part of the referral process. The Referral Provider is solely responsible for the products or services offered, the content therein, and any claims that you or any other party may have relating to the Service/Referral Partner’s products and services.
When you accept a referral to one of our Service/Referral Partners, you acknowledge that you are purchasing any products or services offered by the Service/Referral Partner directly from them and that Reprosify is not a party to any agreement between you and the Service/Referral Partner with respect to those products and services; and Reprosify is not responsible for that Service/Referral Partner’s products or services, the content therein, or any claims that you or any other party may have relating to that Service/Referral Partner’s products and services.
By accepting a referral to one of our Service/Referral Partners, you grant us permission to share your User Data with the Service/Referral Partner so that they may offer their products or services to you.
Ownership and Confidentiality: What’s ours is ours, and what’s yours is yours. Please let us know what you think about our services. If you send us feedback, we can use it and we don’t owe you anything for it.
We both agree not to tell anyone else about confidential information that we get from each other. Also, we both agree to only use each other’s confidential information as agreed to in these terms.
Money alone may not be enough to make either of us whole if one of us breaks our promise of confidentiality. So, we both can seek other remedies, if needed.
As between you and Reprosify, we exclusively own and reserve all rights, titles, and interests in and to the Reprosify services and our Confidential Information. As between you and Reprosify, you exclusively own and reserve all rights, titles, and interests in and to your Confidential Information.
We also welcome your feedback about the Reprosify services. But please know that by submitting suggestions or other feedback about the Reprosify services (“Suggestions”) you agree that:
we are not under any obligation of confidentiality with respect to your Suggestions

we may use or disclose (or choose not to use or disclose) your Suggestions for any purpose and in any way;

you irrevocably, non-exclusively license us rights to exploit your Suggestions; and

you are not entitled to any compensation or reimbursement of any kind from us under any circumstances for your Suggestions.
“Confidential Information” means any information or data, regardless of whether it is in the form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party’s rights; or (d) is independently developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party.
The receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with these Terms and it will not disclose such Confidential Information to any third party without the disclosing party’s prior written consent, except as otherwise permitted hereunder; provided, however, Reprosify may use and disclose your Confidential Information as necessary to provide the Reprosify services, including making referrals to our Service/Referral Partners. The receiving party agrees to exercise due care in protecting the Confidential Information of the disclosing party from unauthorized use and disclosure. The receiving party may disclose the Confidential Information of the disclosing party, in whole or in part to its employees, representatives, actual or potential investors, and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with the terms of this provision. The receiving party may disclose the Confidential Information of the disclosing party as required by applicable Law provided that, prior to any such compelled disclosure, the receiving party will, if permissible: (a) promptly notify the disclosing party in writing to allow the disclosing party a reasonable opportunity to resist such disclosure and/or seek a protective order, and (b) reasonably cooperate with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information of the disclosing party, but only as and to the extent necessary to legally comply with such compelled disclosure. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this provision and that, in the event of an actual or threatened breach of the provisions of this provision, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this provision.
Warranty Disclaimer: We are offering the Reprosify services “as is” and make no representations and warranties regarding the Reprosify services.
WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE. THE REPROSIFY SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Indemnification: Reprosify will not pay for any bills, damages, costs, etc. for any claim by you that arises from your use of our services. You agree to indemnify Reprosify against all claims relating to your use of the Reprosify services
Reprosify will have no liability or obligation with respect to any claims, demands, actions, suits, or discovery demands, including, without limitation, third-party subpoenas, government investigations or enforcement actions (“Claim”), and any damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) (“Losses”) related thereto arising out of your use of the Reprosify services.
You will defend, indemnify and hold Reprosify, its officers, directors, employees, Members, stockholders, and affiliates (“Reprosify Indemnified Parties”) harmless from and against all Claims brought or threatened by a third party against a Reprosify Indemnified Party and any Losses related thereto alleging or arising out of your breach of or activities under these Terms or your use of the Reprosify services.
As a condition of your foregoing indemnification obligations: (a) Reprosify will promptly notify you of any Claim, provided, however, that the failure to give such notice shall not relieve you of your obligations hereunder except to the extent that you are actually and materially prejudiced by such failure; (b) you will have the sole and exclusive authority to defend or settle any such Claim (provided that, you will obtain Reprosify’s consent in connection with any act or forbearance required by Reprosify, which consent will not be unreasonably withheld); and (c) Reprosify will reasonably cooperate with you in connection with your activities hereunder, at your sole expense. You reserve the right, at your own expense, to participate in the defense of a Claim. You, in connection with a Claim, will pay all Losses following notice of the Claim. Notwithstanding anything herein to the contrary, you will not settle any Claims for which you have an obligation to indemnify admitting liability or fault on behalf of Reprosify, nor create any obligation on behalf of Reprosify without Reprosify’s prior written consent.
Limitation of Liability: INDIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF THE RESTRICTIONS AND REQUIREMENTS SECTION ABOVE; (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF THE CONFIDENTIALITY SECTION ABOVE; OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.
DIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THIS SECTION SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF SECTION 5 (RESTRICTIONS AND REQUIREMENTS) OR SECTION 10 (FEES, PAYMENT TERMS, AND TAXES); OR (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF SECTION 11.4 (CONFIDENTIALITY); OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS. THE PROVISIONS OF THIS SECTION 14 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
Term; Suspension: These terms become effective on the first day that you either click “I Accept” or start using the Reprosify services.
These Terms, as may be updated from time to time, will commence on the date they are accepted by you either by clicking “I Accept” or your first use of the Reprosify services and continue until terminated as described below (“Term”).
We may suspend the Reprosify services immediately upon notice for cause if: (a) you violate (or give us reason to believe you have violated) these Terms; (b) there is reason to believe the traffic created from your use of the Reprosify services or your use of the Reprosify services is fraudulent or negatively impacting the operating capability of the Reprosify services; (c) we determine, in our sole discretion, that providing the Reprosify services is prohibited by applicable Law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Reprosify services. If we suspend the Reprosify services, we will make a reasonable attempt to notify you prior to the suspension to the extent we can.
Compliance with Laws:
Both you and Reprosify will comply with the applicable Law relating to each of our respective activities pursuant to these Terms.
No Waiver: Our failure to enforce at any time any provision of these Terms does not waive our right to do so later. And, if we do expressly waive any provision of these Terms, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by you and us to be legally binding.
Assignment: You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be null and void. Subject to this Assignment section, these Terms will be binding on both you and Reprosify and each of our successors and assigns.
Unenforceability: Except as described in the Agreement to Arbitrate section, if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.
Notices: Any notice required or permitted to be given under these Terms will be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier, or by email upon confirmation of receipt. Notices to Reprosify shall be copied to Info@Reprosify.com, Attn: General Counsel.
Entire Agreement: Except as provided in these Terms and any attachments to these Terms, these Terms supersede all prior and contemporaneous proposals, statements, marketing materials, or presentations and agreements, oral and written. No oral or written information or advice given by Reprosify, its Members, or its employees will create a warranty or in any way increase the scope of the warranties in these Terms. Any purchase order document or similar document provided by you shall be construed solely as evidence of your internal business processes, and the terms and conditions contained thereon shall be void and have no effect with regard to these Terms between you and Reprosify and be non-binding against Reprosify even if signed by Reprosify after the date you accept these Terms.
Force Majeure: No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, a terrorist act; war; riot; theft; earthquake and other natural disasters. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
Governing Law and Venue: The enforceability and interpretation of the Agreement to Arbitrate section below will be determined by the Federal Arbitration Act (including its procedural provisions). Apart from the arbitration provision, these Terms will be governed by and interpreted according to the laws of the State of Virginia without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in the Arbitration section below, any legal suit, action, or proceeding arising out of or related to these Terms or the Reprosify services shall be instituted in either the state or federal courts of Virginia, and we each consent to the personal jurisdiction of these courts.
Agreement to Arbitrate
Before bringing a formal legal case, please first try contacting our Customer Support. Most disputes can be resolved that way.
We Both Agree to Arbitrate: If a dispute cannot be resolved through our Customer Support team, you or any of your affiliates on one hand and Reprosify and any of Reprosify’s affiliates on the other hand, all agree to resolve any dispute relating to these Terms or in relation to the Reprosify services by binding arbitration in Virginia, or in another location that we have both agreed to.
This applies to all claims under any legal theory unless the claim fits in one of the exceptions below in Exceptions to Agreement to Arbitrate. It also applies even after you have stopped using the Reprosify services. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.
Pursuant to this Agreement to Arbitrate section, you understand that you and your affiliates and Reprosify and its affiliates are giving up the right to have a judge and/or jury resolve any controversy or claim arising out of or relating to these Terms or the Reprosify services.
Exceptions to Agreement to Arbitrate: You and your affiliates on one hand, and Reprosify and its affiliates on the other hand, agree that we will go to court to resolve disputes relating to yours, your affiliates’, Reprosify’s or Reprosify’s affiliates’ intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents).
In addition, if any of us brings a claim in court that should be arbitrated or any of us refuses to arbitrate a claim that should be arbitrated, the other of us can ask a court to force us to go to arbitration to resolve the claim (i.e., compel arbitration). Any of us may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.
Details of Arbitration Procedure: Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between us by mediation conducted by the American Arbitration Association (AAA), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. You can look at AAA’s rules and procedures on their website [http://www.adr.org] or you can call them at 1-800-778-7879. The arbitration will be governed by the then-current version of AAA’s Commercial Arbitration Rules (the “Rules”) and will be held with a single arbitrator appointed in accordance with the Rules. To the extent anything described in this Agreement to Arbitrate section conflicts with the Rules, the language of this Agreement to Arbitrate section applies. Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discoveries will be in accordance with procedures approved by the arbitrator. This Agreement to Arbitrate section does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party. The arbitrator’s award will be based on the evidence admitted and the substantive law of the State of Virginia and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such an award. The arbitrator will not be entitled to modify these Terms. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.
Class Action Waiver: Both you and your affiliates, on one hand, and Reprosify and its affiliates on the other hand, agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you nor your affiliates on one hand nor Reprosify and its affiliates on the other hand can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other Reprosify customers, and cannot be used to decide other disputes with other customers. If a court decides that this Class Action Waiver provision is not enforceable or valid, then the entire Agreement to Arbitrate section will be null and void, but the rest of the Terms will still apply.

Software Customer Agreement

PART I: TERMS OF SERVICE

Reprosify is on a mission to empower people to make better decisions through the fusion of machine and human intelligence. Our unique, patented AI technology products can conduct text conversations with consumers at scale. By combining natural language understanding with data and personalization, our products allow consumers to deeply engage in a purchase process prior to interacting with a salesperson.

In these Reprosify terms of service, “we”, “us”, “our”, and “Reprosify”, and the terms “you”, “your” and “user” will refer to you. When referring to the “Reprosify services,” we mean to include, both our phone-based and text-based services (the “Reprosify mobile services”) and our website and web app-based services (the “Reprosify web app”) and also various websites, applications, web applications, text messages, email notifications, and other mediums, or portions of such mediums, provided by Reprosify.

1. Changes to Terms

We reserve the right to make changes to Reprosify Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of Reprosify Terms of Use. Any changes or modifications will be effective immediately upon posting the updated Reprosify Terms of Use on the Site, and you waive the right to receive specific notice of each such change or modification.

2. Acceptance of Terms

You agree to our Terms by using the Reprosify services. By using the Reprosify services, you accept and agree to these Terms. If you are using the Reprosify services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to Reprosify that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “user” will refer to that organization). The exception to this is if that organization has a separate written agreement with Reprosify covering the use of the Reprosify services, in which case that agreement will govern such use.

Whether using the Reprosify services as an individual or on behalf of an organization, you acknowledge that our agreements contained in these Terms are supported by reasonable and valuable consideration, including, without limitation, your ability to visit, use, submit information to, or receive information from the Reprosify services.

3. Communication Consent

By using the Reprosify services, you agree to receive phone calls and text messages from us and our partners. You expressly authorize Reprosify, its affiliated companies and its partners, and each such entity’s employees, contractors, and software (collectively, “Service Provider”) to communicate with you by phone and text at the wireless phone number provided. You understand that message and data rates may apply. You also agree that methods of contact may include the use of auto-generated text messages or an automated telephone dialing system, even if you have registered that number on a Do-Not-Call registry.

You agree to indemnify Service Provider in full for all claims, expenses, and damages related to or caused in whole or in part by your failure to notify Service Provider if you change your wireless phone number, including all claims related to or arising under the Telephone Consumer Protection Act (TCPA). You may revoke your consent to receive (i) phone calls by requesting to be placed on an internal Do Not Call list and (ii) text messages by responding to a text message with STOP.

4. Arbitration Notice

In the event of a dispute between us, we agree to binding arbitration. These Terms contain a binding arbitration agreement, which provides that you and Reprosify agree to resolve certain disputes through binding individual arbitration and give up any right to have those disputes decided by a judge or a jury. You have the right to opt out of our agreement to arbitrate. See the Legal Disputes section below.

5. Eligibility

The Reprosify services are not intended for minors and are intended to be accessed and used only by adults. As stated in our Privacy Policy, we do not knowingly collect personally identifiable information from anyone under the age of 13. The Reprosify services are only to be used by citizens and residents of the United States and Canada.

6. User Information Requirements

In order to use the Reprosify services, you will be asked to provide your mobile phone number and provide consent for us to contact you via voice call and/or text message. We may also ask you to provide other information such as your e-mail address or current physical address. You must provide true, accurate, current, and complete information about yourself as requested during the user onboarding process and must keep that information up to date.

Your right to access and use the Reprosify services is personal to you and is not transferable by you to any other person or entity. You are solely responsible for all use of the Reprosify services related to your mobile phone number, including the quality and integrity of your User Data. You also agree not to allow any person under the age of 18 to use the Reprosify services via your mobile phone number.

7. Service Availability

Reprosify makes no guarantees regarding the availability of the Reprosify services. We will strive to make the Reprosify services available to you, but we make no guarantees regarding the availability of the Reprosify services, generally or at any particular time. Reprosify reserves the right to cease providing or discontinuing the Reprosify services to any particular user, any group of users, or all users, in its sole and complete discretion and without prior notice.

8. Acceptable Use

You may use the Reprosify services solely in accordance with these terms of service. Any action by you that, in our sole discretion: (i) violates our Terms and/or our Privacy Policy; (ii) restricts, inhibits, or prevents any access, use, or enjoyment of the Reprosify services; or (iii) through the use of the Reprosify services, defames, abuses, harasses, offends or threatens, shall not be permitted, and may result in your loss of the right to access and use the Reprosify services. You shall not modify, scrape, embed, or frame the Reprosify services without our prior written permission.

You shall not transmit, submit or post the following to the Reprosify services:

  • Information that infringes our or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights;
  • Information that violates any law, statute, ordinance, or regulation;
  • Information that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to us or third parties;
  • Information that contains viruses, worms, Trojan horses, or other code or computer programming routines that contain contaminating or destructive properties;
  • Information containing or constituting chain letters, mass mailings, political campaigning, or any form of “spam”;
  • Information that is false, inaccurate, or misleading;
  • Commercial advertisements or solicitations without our written permission; or
  • Federally trademarked and/or copyrighted information without our prior written permission.

9. Third-Party Service Providers

Through the Reprosify services, you may choose to connect to third-party service providers. Reprosify does not endorse any third-party service providers and is not responsible or liable for any Content, data, advertising, products, goods, or services available or unavailable from, or through, any Service Providers. Your dealings with any Service Provider are between you and such Service Provider exclusively and do not involve Reprosify.

Reprosify is not a lending institution or direct agent or other service provider. Instead, we may help to connect you with service providers that might meet your needs based on the information you provide. Reprosify does not issue mortgages or any other financial products. Unless you are a service provider, Reprosify does not charge users a fee to use our services. Service providers may pay us fees for services and to be matched with users.

10. User Data and Privacy

“User Data” consists of data and other information made available to us through the use of the Reprosify services, including user usage data and user content. “User Usage Data” means communications metadata, including data used to trace and identify the source and destination of a communication, such as telephone numbers, location data, and the date, time, duration, and type of communication.

We may use or disclose your data if necessary to provide the Reprosify services; to address technical issues; to protect Reprosify, other users, or the public; in an emergency; or if the law requires. Please read our Privacy Policy to understand what we do with your data. If you do not want your data used that way, stop using our services immediately.

11. Restrictions and Requirements

If you use the Reprosify services, you must comply with the following restrictions and requirements:

  • You agree not to transfer, resell, lease, license, or otherwise make available the Reprosify services to third parties or offer them on a standalone basis;
  • You will ensure that the Reprosify services are used in accordance with all applicable Laws and third-party rights, as well as these Terms;
  • You will ensure that we are entitled to use your User Data, as needed to provide the Reprosify services;
  • You will not use the Reprosify services in any manner that violates any applicable Law; and
  • Except as allowed by applicable Law, you will not reverse engineer, decompile, disassemble, or otherwise attempt to create or derive the source code of any software provided in connection with the Reprosify services.

12. Ownership and Confidentiality

As between you and Reprosify, we exclusively own and reserve all rights, titles, and interests in and to the Reprosify services and our Confidential Information. As between you and Reprosify, you exclusively own and reserve all rights, titles, and interests in and to your Confidential Information.

We welcome your feedback about the Reprosify services. By submitting suggestions or other feedback about the Reprosify services, you agree that we are not under any obligation of confidentiality with respect to your Suggestions; we may use or disclose your Suggestions for any purpose; and you are not entitled to any compensation from us for your Suggestions.

13. Warranty Disclaimer

WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE. THE REPROSIFY SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW.

14. Indemnification

You will defend, indemnify and hold Reprosify, its officers, directors, employees, Members, stockholders, and affiliates harmless from and against all Claims brought or threatened by a third party and any Losses related thereto alleging or arising out of your breach of or activities under these Terms or your use of the Reprosify services.

15. Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.

16. Term and Suspension

These Terms become effective on the first day that you either click “I Accept” or start using the Reprosify services. We may suspend the Reprosify services immediately upon notice for cause if: (a) you violate these Terms; (b) there is reason to believe traffic created from your use is fraudulent or negatively impacting the operating capability of the services; or (c) we determine that providing the services is prohibited by applicable Law.

17. Governing Law and Venue

Apart from the arbitration provision, these Terms will be governed by and interpreted according to the laws of the State of Virginia without regard to conflicts of laws and principles. Except as provided in the Arbitration section below, any legal suit, action, or proceeding arising out of or related to these Terms or the Reprosify services shall be instituted in either the state or federal courts of Virginia.

18. Agreement to Arbitrate

If a dispute cannot be resolved through our Customer Support team, you and Reprosify agree to resolve any dispute relating to these Terms or in relation to the Reprosify services by binding arbitration in Virginia, or in another location that we have both agreed to. This applies to all claims under any legal theory unless the claim fits in one of the exceptions below.

Exceptions to Agreement to Arbitrate

You and Reprosify agree that we will go to court to resolve disputes relating to yours or Reprosify’s intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents).

Class Action Waiver

Any claims or controversies between us must be brought against each other on an individual basis only. Neither you nor Reprosify can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action.

PART II: SOFTWARE CUSTOMER AGREEMENT

Effective Date: February 20, 2026

This Software Customer Agreement (“SCA” or “Agreement”) governs your access to and use of Reprosify’s proprietary software platform, including all associated tools, APIs, integrations, and hosted services (collectively, the “Software”). This Agreement is entered into between Reprosify, Inc. (“Reprosify”) and you, the customer or user (“Customer”). This SCA supplements and is incorporated into the Reprosify Terms of Service set forth in Part I. In the event of any conflict between this SCA and the Terms of Service, this SCA shall govern with respect to software-related matters.

SCA-1. Software License Grant

1.1 Grant of License

Subject to the terms and conditions of this Agreement and your continued compliance with all obligations hereunder, Reprosify hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for your own internal business purposes or personal real estate activities, as applicable, and strictly in accordance with this Agreement and any applicable documentation.

1.2 License Restrictions

Except as expressly permitted by this Agreement, you shall not:

  • Copy, modify, adapt, translate, or create derivative works of the Software or any portion thereof;
  • Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or access the source code, underlying algorithms, or trade secrets of the Software;
  • Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any third party;
  • Use the Software to develop a competing product or service, or for benchmarking purposes without Reprosify’s prior written consent;
  • Remove, alter, or obscure any proprietary notices, labels, or marks on the Software;
  • Use the Software in any manner that exceeds the scope of the license granted herein; or
  • Use the Software to process data on behalf of third parties in a service bureau or outsourcing arrangement without a separate written agreement.

1.3 Reservation of Rights

Reprosify retains all rights, title, and interest in and to the Software, including all intellectual property rights therein. No rights are granted to you hereunder other than as expressly set forth in this Agreement. The Software is licensed, not sold.

SCA-2. Delivery and Access

2.1 Hosted Services

The Software is provided as a hosted, cloud-based service (“SaaS”). Reprosify will make the Software available to you via the internet through the Reprosify web app and/or mobile application. You acknowledge that use of the Software requires a compatible device, internet connection, and web browser, and that Reprosify bears no responsibility for any failure of access due to inadequate hardware, software, or internet connectivity on your end.

2.2 Access Credentials

You are responsible for maintaining the confidentiality of any login credentials, API keys, or tokens issued to you in connection with the Software. You must immediately notify Reprosify at support@reprosify.com of any actual or suspected unauthorized access to your account or credentials. Reprosify shall not be liable for any loss or damage arising from your failure to comply with this obligation.

2.3 Updates and Modifications

Reprosify reserves the right to update, modify, enhance, or discontinue any features or functionality of the Software at any time, with or without prior notice, including through automatic updates. Reprosify will make reasonable efforts to notify you of material changes via email or in-application notification. Continued use of the Software following any update constitutes your acceptance of such changes.

SCA-3. Service Level and Availability

3.1 Commercially Reasonable Efforts

Reprosify shall use commercially reasonable efforts to make the Software available 24 hours a day, 7 days a week, except for: (i) planned downtime for maintenance, upgrades, or system improvements (for which Reprosify will endeavor to provide at least 24 hours advance notice where practicable); (ii) unplanned emergency downtime; (iii) any unavailability caused by factors outside of Reprosify’s reasonable control, including, without limitation, internet service provider failures, force majeure events, or third-party service outages.

3.2 No Uptime Guarantee

Reprosify does not warrant or guarantee any specific uptime percentage, response time, or performance benchmark for the Software. The Software is provided “as is” and “as available” as further described in the Warranty Disclaimer section of Part I. Reprosify’s sole obligation in the event of extended downtime is to use commercially reasonable efforts to restore availability as soon as practicable.

3.3 Maintenance Windows

Reprosify may schedule periodic maintenance windows during which the Software or certain features may be temporarily unavailable. Reprosify will endeavor to schedule planned maintenance during off-peak hours and will provide advance notice via the Reprosify website or application where reasonably practicable.

SCA-4. Customer Obligations and Acceptable Use

4.1 Compliance

You shall use the Software only in compliance with this Agreement, the Terms of Service in Part I, all applicable laws and regulations, and Reprosify’s published policies and guidelines as updated from time to time. You are solely responsible for ensuring that your use of the Software complies with all federal, state, and local laws, including privacy laws, consumer protection laws, and real estate regulations applicable to your jurisdiction.

4.2 Prohibited Uses

In addition to the restrictions set forth in Section SCA-1.2 and Part I of this document, you shall not use the Software:

  • To transmit, store, or process any data in violation of applicable privacy laws, including but not limited to the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), or the Telephone Consumer Protection Act (TCPA);
  • To engage in any fraudulent, deceptive, misleading, or unlawful activity;
  • To interfere with or disrupt the integrity, security, or performance of the Software or Reprosify’s systems;
  • To conduct any penetration testing, vulnerability scanning, or security research on the Software without Reprosify’s prior written authorization;
  • To attempt to gain unauthorized access to any data, systems, or networks connected to or accessible through the Software; or
  • To use automated means (e.g., bots, scrapers, crawlers) to access, query, or interact with the Software outside of Reprosify’s supported APIs and interfaces.

4.3 Customer Responsibility for End Users

If you access the Software on behalf of an organization, or permit other individuals (“End Users”) to access the Software through your account, you are fully responsible for all actions and omissions of such End Users and for ensuring their compliance with this Agreement. You shall implement reasonable technical and administrative controls to prevent unauthorized access or misuse of the Software by End Users.

SCA-5. Data Rights and Privacy

5.1 Customer Data

“Customer Data” means all data, content, and information submitted by you or your End Users to the Software, including personal information about you or your clients. As between Reprosify and you, you retain all ownership rights to your Customer Data. You grant Reprosify a non-exclusive, worldwide, royalty-free license to access, use, process, and store Customer Data solely to the extent necessary to provide the Software and related services under this Agreement.

5.2 Data Processing

Reprosify will process Customer Data in accordance with its Privacy Policy, applicable data protection laws, and this Agreement. Reprosify will implement and maintain reasonable technical and organizational security measures designed to protect Customer Data against unauthorized access, loss, or disclosure. Reprosify will promptly notify you of any confirmed breach of security that results in unauthorized access to your Customer Data, to the extent permitted by applicable law.

5.3 Data Retention and Deletion

Upon termination or expiration of your access to the Software, Reprosify will retain your Customer Data for a period of up to sixty (60) days, after which it may be deleted in accordance with Reprosify’s data retention policies. If you require earlier deletion or a copy of your Customer Data prior to deletion, you must submit a written request to support@reprosify.com before the end of the retention period. Reprosify shall have no obligation to retain Customer Data beyond this period.

5.4 Anonymized and Aggregated Data

Notwithstanding the foregoing, Reprosify may use anonymized, de-identified, or aggregated data derived from your use of the Software for its own internal analytics, product improvement, research, and statistical purposes, provided that such data does not identify you or any individual user and is used only in compliance with applicable law.

SCA-6. Intellectual Property

6.1 Reprosify Intellectual Property

The Software, including all associated technology, software code, algorithms, user interfaces, documentation, designs, trademarks, and all improvements or modifications thereto, are and shall remain the exclusive property of Reprosify. Nothing in this Agreement shall be construed as transferring any ownership rights in the Software or any associated intellectual property to you. Reprosify’s name, logo, and all related product and service names, design marks, and slogans are trademarks of Reprosify and may not be used without Reprosify’s prior written permission.

6.2 Feedback and Improvements

If you provide Reprosify with any feedback, suggestions, enhancement requests, or recommendations regarding the Software (collectively, “Feedback”), you hereby grant Reprosify a perpetual, irrevocable, royalty-free, worldwide, transferable license to use, incorporate, and commercially exploit such Feedback in any manner, without any obligation of compensation, attribution, or confidentiality to you.

6.3 Third-Party Components

The Software may include or be bundled with certain third-party software components, open-source libraries, or services that are subject to separate license terms. Reprosify will make available a list of material third-party components upon written request. Your use of such third-party components through the Software is subject to those separate terms, and Reprosify makes no representations or warranties regarding such components beyond what is expressly stated in this Agreement.

SCA-7. Fees and Payment Terms

7.1 Consumer Use

For individual consumers accessing the Software for personal real estate buying, selling, or renting purposes, the Reprosify platform is provided at no charge. Reprosify is compensated by its network of Service/Referral Partners and does not charge consumer users a direct fee for access to the Software.

7.2 Agent and Enterprise Subscriptions

Real estate agents, brokers, and enterprise customers accessing the Software under a subscription or professional services agreement shall be subject to the fees, billing cycles, and payment terms set forth in the applicable Order Form, Statement of Work, or written agreement executed between such customer and Reprosify (“Commercial Agreement”). In the event of a conflict between this SCA and a Commercial Agreement, the Commercial Agreement shall control with respect to commercial terms.

7.3 Taxes

All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes associated with your use of the Software, excluding taxes based on Reprosify’s net income. If Reprosify is required to collect or remit such taxes, you will be invoiced and agree to pay the applicable tax amount.

7.4 Fee Changes

Reprosify reserves the right to change pricing and fees for any paid features or subscriptions at any time. For existing subscription customers, fee changes will take effect at the start of the next billing cycle following at least thirty (30) days’ advance written notice. Your continued use of the Software after the effective date of a fee change constitutes your acceptance of the new fees.

SCA-8. Support and Maintenance

8.1 Standard Support

Reprosify will provide standard customer support for the Software via email at support@reprosify.com and by phone at 888-786-1994 during normal business hours (Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding public holidays). Reprosify will use commercially reasonable efforts to respond to support requests in a timely manner, but does not guarantee specific response or resolution times under this Agreement.

8.2 Enhanced Support

Enhanced or priority support services may be available to enterprise and professional subscription customers subject to the terms of a separate Commercial Agreement or support addendum. Such enhanced support terms, response time commitments, and service level agreements shall be exclusively governed by the applicable Commercial Agreement.

8.3 Self-Service Resources

Reprosify may provide documentation, FAQs, knowledge base articles, and other self-service resources through its website or help center to assist customers in using the Software. Such resources are provided as a convenience and are subject to change without notice.

SCA-9. Term and Termination

9.1 Term

This Agreement commences on the date you first accept the Terms of Service or access the Software, and continues until terminated as set forth herein.

9.2 Termination by Customer

You may terminate your use of the Software at any time by discontinuing use of the Software and, where applicable, canceling your subscription or account in accordance with Reprosify’s cancellation procedures. For text-based services, you may unsubscribe by texting “STOP” to Reprosify’s messaging number.

9.3 Termination by Reprosify

Reprosify may suspend or terminate your access to the Software immediately and without liability upon notice if: (i) you materially breach this Agreement or the Terms of Service and fail to cure such breach within ten (10) days of written notice; (ii) you engage in conduct that Reprosify reasonably determines poses a security risk, legal liability, or reputational harm to Reprosify; (iii) you become subject to a bankruptcy, insolvency, or similar proceeding; or (iv) Reprosify discontinues the Software or any portion thereof.

9.4 Effect of Termination

Upon termination of this Agreement: (i) all licenses granted herein shall immediately terminate; (ii) you must cease all use of the Software and destroy or return any Reprosify Confidential Information in your possession; (iii) Reprosify will retain and then delete your Customer Data pursuant to Section SCA-5.3; and (iv) all accrued payment obligations and provisions that by their nature should survive termination shall survive. Termination of this Agreement shall not limit Reprosify’s rights or remedies at law or in equity.

SCA-10. Representations and Warranties

10.1 Mutual Representations

Each party represents and warrants to the other that: (i) it has full authority to enter into this Agreement; (ii) the execution and performance of this Agreement does not conflict with any other agreement to which it is a party; and (iii) it will comply with all applicable laws and regulations in connection with its performance under this Agreement.

10.2 Customer Representations

You represent and warrant that: (i) all information you provide to Reprosify in connection with the Software is accurate, current, and complete; (ii) you have all rights, permissions, and consents necessary to provide Customer Data to Reprosify and to grant the licenses set forth herein; (iii) your use of the Software will not infringe any third-party intellectual property rights; and (iv) you will not use the Software in any manner that violates applicable law.

10.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION SCA-10, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. REPROSIFY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. REPROSIFY DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM HARMFUL COMPONENTS.

SCA-11. Indemnification

In addition to the indemnification obligations set forth in Part I, you agree to defend, indemnify, and hold harmless Reprosify and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your use of the Software in breach of this Agreement; (ii) any Customer Data you provide, including claims that such data infringes or misappropriates any third-party intellectual property rights or violates applicable law; (iii) your violation of any applicable law or regulation; or (iv) any dispute between you and any third party in connection with your use of the Software.

SCA-12. Limitation of Liability

IN ADDITION TO THE LIMITATIONS SET FORTH IN PART I, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (I) REPROSIFY SHALL NOT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF REPROSIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) REPROSIFY’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO REPROSIFY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

SCA-13. Confidentiality

Each party agrees to hold the other party’s Confidential Information in strict confidence and to use at least the same degree of care to prevent unauthorized disclosure as it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care. Neither party will disclose the other party’s Confidential Information to any third party without the other party’s prior written consent, except as required by applicable law or as necessary to fulfill obligations under this Agreement. The confidentiality obligations set forth in Part I and this Section shall survive termination or expiration of this Agreement for a period of three (3) years.

SCA-14. Compliance with Laws

Both parties shall comply with all applicable federal, state, and local laws, rules, and regulations in connection with their respective obligations under this Agreement, including but not limited to privacy laws, data protection laws, anti-spam laws, telemarketing laws, and real estate industry regulations. You acknowledge that the Software may be subject to export control laws and regulations, and you agree not to export or re-export the Software in violation of any such laws.

SCA-15. Security

15.1 Reprosify Security Measures

Reprosify will implement and maintain appropriate technical and organizational security measures designed to protect the Software and Customer Data against unauthorized access, disclosure, alteration, or destruction. Such measures may include, without limitation, encryption of data in transit and at rest, access controls, audit logging, and periodic security assessments.

15.2 Customer Security Obligations

You are responsible for implementing appropriate security controls within your own environment to protect your access to the Software, including maintaining the security of your login credentials, devices, and networks. You agree to promptly notify Reprosify of any actual or suspected security incident that may affect the Software or Customer Data.

SCA-16. Audit Rights

Reprosify reserves the right, upon reasonable prior written notice and at its own expense, to audit your use of the Software no more than once per calendar year to confirm compliance with this Agreement. Any such audit shall be conducted during normal business hours in a manner designed to minimize disruption to your operations. If an audit reveals material non-compliance, you agree to promptly remedy any breach identified and to reimburse Reprosify for reasonable audit costs if the non-compliance is confirmed to be material.

SCA-17. Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, without Reprosify’s prior written consent, which consent shall not be unreasonably withheld. Reprosify may assign this Agreement or any rights hereunder without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Reprosify’s assets. Any purported assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

SCA-18. Force Majeure

Reprosify shall not be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond Reprosify’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, cyberattacks, internet or infrastructure outages, governmental actions, wars, civil unrest, or labor disputes. Reprosify will provide prompt written notice of any force majeure event and will use commercially reasonable efforts to resume performance as soon as practicable.

SCA-19. Entire Agreement and Order of Precedence

This Agreement, together with the Terms of Service set forth in Part I and Reprosify’s Privacy Policy, constitutes the entire agreement between you and Reprosify with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, representations, warranties, and understandings, whether oral or written. In the event of a conflict, the documents shall be interpreted in the following order of precedence: (1) any separately executed written Commercial Agreement; (2) this Software Customer Agreement (Part II); (3) the Terms of Service (Part I); and (4) Reprosify’s Privacy Policy. No modification of this Agreement shall be effective unless made in writing and signed by both parties.

SCA-20. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when: (i) delivered personally; (ii) sent by nationally recognized overnight courier; (iii) sent by certified mail, return receipt requested, postage prepaid; or (iv) sent by email with confirmed receipt. Notices to Reprosify shall be sent to:

Reprosify, Inc.

Attn: General Counsel

Email: Info@Reprosify.com

Phone: 888-786-1994

SCA-21. Severability and Waiver

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision, nor shall any single or partial exercise of any right preclude any other or further exercise thereof.

ACKNOWLEDGMENT AND ACCEPTANCE

BY USING THE REPROSIFY SERVICES OR CLICKING “I ACCEPT”, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND THIS SOFTWARE CUSTOMER AGREEMENT IN THEIR ENTIRETY. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE ALL USE OF THE REPROSIFY SERVICES.

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