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Terms of Service

Last Updated: March 31st, 2017

PLEASE READ CAREFULLY BEFORE ACCESSING the website available at http://www.repable.com (the "Repable Website"). By: (a) accessing the Repable Website, (b) registering for a Repable account through the Repable Website, or through any other social media account (c) using the Repable Website or any service available through the Repable Website (the "Services"), or (d) downloading, installing or otherwise using any application programming interface, widget or other software made available through the Repable Website, you agree and acknowledge that you have read these Terms Of Use, understand them, and agree to be bound by the following terms and conditions which constitute a legally enforceable agreement (the "Agreement") between you and the owner of the Repable Website, software and services, Repable Inc. (the "Company"). If you open a Repable account on behalf of a company, entity or other organization, you represent that you have the authority to bind such entity to this Agreement, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these Terms of Use, you may not use the Repable Website or Services.

1. These Terms of Use May Change

If you are using Services, you may be subject to additional terms of use, agreements, guidelines or rules applicable to such Services which will be posted online from time to time, and which are incorporated herein by reference. We reserve the right to update or modify these Terms of Use at any time, without prior notice, by posting the revised version of these Terms of Use behind the link marked "Terms of Use" at the bottom of each page of this Site. Your continued use of the Repable Website and the Services after we have posted the revised Terms of Use constitutes your agreement to be bound by the revised Terms of Use.

You may access the current version of these Terms of Use at any time by clicking the link marked "Terms of Use" at the bottom of each page of this Repable Website.

These Terms of Use were last revised on March 31, 2017.

2. General Terms

Subject to these Terms of Use, Repable hereby grants you a limited, non-exclusive, non-transferable, license to access the Repable Website and the to use the Services, in accordance with these Terms of Use and our Privacy policy (accessible here) which is hereby incorporated and forms a part of these Terms of Use. Some of the services of features which are or will be available through the Repable Website may require that you download our Repable API or our widgets (collectively, our "Software").

3. Eligibility

In order to use the Repable Website or its Services, you affirm that (i) you are able to understand, accept and abide by these Terms of Use; (ii) all registration information you provide will be accurate and truthful and you agree to update this information in a timely fashion; and (iii) if you are not yet at least 18 years of age you are an emancipated minor or have consent of your parent or legal guardian.

Repable, in its sole discretion, may terminate or suspend your access to all or parts of the Repable Website or its Services, or to any user account that you may create without prior notice. In such case, Repable shall have no liability to you and you acknowledge and agree that, and acknowledge and agree that Repable may immediately remove all related information and files associated with your use of the Site or Services. Repable may also suspend or discontinue any feature or part of the Repable Website or the Services, or change the availability thereof, the hours of use, or the equipment or software required for access or use.

All provisions of these Terms of Use which by their nature should survive termination shall survive termination; including, but not limited to, intellectual property rights, limitation of liability, disclaimer of warranty and indemnification.

4. Registration

In order to use parts of the Repable Website or the Services, you will be required to register and provide specified information, (including selecting a password and user name). You represent that your registration information will be current, complete and accurate at the time you register and that you will update it as necessary. You agree that you will not allow others to use your user name, password and/or account. Unless expressly permitted in writing by Repable, you may not sell, rent, lease, share or provide access to your Repable account to anyone else, including without limitation charging anyone for access to administrative rights on your account. ,. You are solely responsible for keeping your password and user name confidential and for all activities that occur under your account or your password.

Repable may permit you to register for and log on to the Services via certain third party services (such as a social network). If you log on to the Services via such third party services, you agree that you shall only use an account that is registered in your name and only in accordance with the terms between you and such third party and that the profile information connected to the account you use to log into the Services, including your name, may be used by Repable to provide and support your account. You also acknowledge and agree that Repable may publish information regarding your use of the Services to and in connection with any such third party services with which you use in connection with the Services. The third party's use of your information will be subject to that service's privacy policy. Further information about linking your account and use of Third Party Accounts can be found in our Privacy Policy.

5. Availability

You are using the Repable Website and Services, which Repable is providing to you on an "as is, as available" basis without representation or warranty of any kind. REPABLE MAKES NO REPRESENTATION OR WARRANTY TO YOU THAT YOUR USE OF THE REPABLE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (B) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE REPABLE WEBSITE OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (C) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE REPABLE WEBSITE OR SERVICES WILL BE CORRECTED.

6. User Generated Content

Repable may facilitates the direct upload of user photos, text, graphics, audio, video, live-streaming data, location information and comments ("User Content" or "User Generated Content".) Repable is not responsible for and makes no claims regarding the accuracy or legality of any User Content, or anything therein. The inclusion of User Content on the Repable Website or Services does not imply Repable's endorsement of or any affiliation with you, the User Content, or any person or entity featured in such User Content.

You understand that by using the Services or any third party links available on the Repable Website, you may be exposed to User Generated Content that is offensive, indecent or objectionable and you agree that Repable shall have no liability to you for such exposure. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using the Repable Website or any third party links available on the Repable Website, or by using any Services or any part thereof, you assume all associated risks.

By uploading User Content, you grant to Repable the worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, transferable right to use your uploaded User Content in any manner to be determined in Repable's sole discretion.

You are solely responsible for any User Generated Content that you submit using the Repable Website and the Services. You represent and warrant to Repable that you have the full legal right, power and authority to grant to Repable and users of the Repable Website and the Services the licenses provided for herein, and that no User Generate Content infringes, violates or otherwise interferes with any intellectual property right, right of privacy, publicity right or other right of any other party, or reveals any trade secret of confidential information of another party or is defamatory or illegal. Repable reserves the right to remove any User Generated Content from the Repable Website Site and the Services at any time, for any reason.

7. Your Responsibilities

You hereby represent and warrant that (i) you own all rights in and to your User Content, (ii) if the User Content is subject to third party proprietary rights, you have all necessary licenses, rights, consents, and permissions to publish the User Content you submit and to grant the rights granted herein, including permission from all person(s) appearing in your User Content; (iii) you are not a minor, (iv) you are legally entitled to post the User Content, and Repable's use of your User Content as described herein will not violate the rights, including but not limited to copyright, trademark, privacy, publicity or other proprietary rights, of any third party or any law, and (v) the User Content is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive. You hereby release, discharge and agree to hold Repable, and any person acting on its behalf, harmless from any liability related in any way to the Repable's use of your User Content.

The User Content that you submit is deemed non-confidential and Repable has no obligation to maintain the confidentiality of any information, in whatever form, contained in any submission, except pursuant to Repable's privacy policy. By using the Services, you are consenting to Repable's collection of any personal information you provide in connection with the use of your User Content as described herein. If you do not agree to the collection, use and disclosure of your personal information in this way, please do not use the Services or otherwise provide Repable with personal information. Your personal information may be transferred to servers located outside the country in which you live or to affiliates or other trusted third parties based in other countries so that they may process personal information on Repable's and its customers' behalf. By using the Services or otherwise providing Repable with personal information, you agree to such collection, use, disclosure, transfer and processing of your information in accordance with the terms of these Terms, the Privacy Policy and applicable data protection laws and regulations.

8. User Contributions

By submitting ideas, suggestions, feedback, documents, and/or proposals ("Contributions") to Repable through its comment, "contact us", suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Repable is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Repable shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, and through any type of media; (d) Repable may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Repable without any obligation of Repable to you; and (f) you are not entitled to any compensation or reimbursement of any kind from Repable under any circumstances.

9. Account Information and Data

Repable does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). However, you agree that Repable may use aggregate, anonymized data in read-only format that is generated in the course of your use in the Service for its own internal business purposes, including the development of marketing and sales collateral and general studies relating to the industry.

10. Intellectual Property Ownership

Repable alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the entire contents of the Repable Website and the Services. Repable also owns a copyright in the selection, coordination, arrangement and enhancement of the entire contents of the Repable Website and the Services, as well as in the content original to it. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Repable Website and the Services or the Intellectual Property Rights owned by Repable. Repable name and the Repable name, Repable and the Repable logos, and the product names associated with the Service are trademarks and trade dress of Repable or third parties, and no right or license is granted to use them. All other trademarks not owned by Repable that appear on the Repable Website or Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Repable. Except as set out in these Terms, no reproduction or storing of any third-party content or User Content within the Repable Website or Services is permitted without written permission from the copyright holder of such content.

11. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

12. Indemnification

You shall indemnify and hold Repable, its subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim, which if true, would constitute a violation by you of your representations and warranties; or (ii) a claim arising from the use of the Repable Website or Services breach by you or any other person using an account of yours, provided in any such case that Repable (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Repable of all liability and such settlement does not affect Repable's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

13. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, REPABLE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE REPABLE WEBSITE, THE USER GENERATED CONTENT, ANY THIRD PARTY LINKS THEREON AND THE SOFTWARE, PRODUCTS AND SERVICES OFFERED THROUGH THE REPABLE WEBSITE IS AT YOUR SOLE RISK. THIS SITE AND ALL PRODUCTS AND SERVICES OFFERED THROUGH THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

UNDER NO CIRCUMSTANCES, WILL REPABLE, SERVICE PROVIDERS, OR LICENSORS, NOR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR TO ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY LOSS, INJURY, LIABILITY, DAMAGE OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OF, USE OF, INABILITY TO USE, OR RELIANCE ON THIS SITE, THE USER GENERATED CONTENT, ANY THIRD PARTY LINKS THEREON OR ANY SOFTWARE, PRODUCT OR SERVICE PROVIDED TO YOU THROUGH OR IN CONNECTION WITH THIS SITE AND THE SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS; EVEN IF YOU HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

REPABLE DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONAL INFORMATION OR FOR ANY UNAUTHORIZED DISCLOSURE OF USER GENERATED CONTENT THAT RESULTS FROM THE UPLOAD, DOWNLOAD OR STORAGE OF USER GENERATED CONTENT WITHIN THE REPABLE SITE OR SERVICES. YOU ACKNOWLEDGE AND AGREE TO REPABLE'S DISCLAIMER OF ANY SUCH LIABILITY.

IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF REPABLE, ITS SERVICE PROVIDERS AND LICENSORS, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED THE ONE HUNDRED DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

14. Internet Delays; Data Charges

Repable's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Repable is not responsible for any delays, delivery failures, or other damage resulting from such problems. You acknowledge that when you use this Service, your wireless carrier may charge you fees for data, messaging, and/or other wireless access. You, and not Repable, are solely responsible for any costs you incur to access this application from your device and for your compliance with your carrier's fair use policy and terms of service.

15. Linking

Repable may provide hyperlinks to other Web sites maintained by third parties or may provide third party content on the Service by framing or other methods. The fact that Repable provides a link to a third party Web site does not mean that Repable endorses, authorizes or sponsors that Web site. THE LINKS TO THIRD PARTY WEB SITES ARE PROVIDED FOR YOUR CONVENIENCE AND INFORMATION ONLY. REPABLE IS NOT RESPONSIBLE FOR THE CONTENT OF LINKED WEB SITES, INCLUDING ANY FURTHER LINKS CONTAINED IN A THIRD PARTY WEB SITE. IF YOU DECIDE TO ACCESS ANY OF THE THIRD PARTY WEB SITES LINKED TO THE SERVICE, YOU DO THIS ENTIRELY AT YOUR OWN RISK. It is up to you to take precautions to ensure that the third party Web site to which you link is free of computer viruses and other items of a destructive nature.

16. Local Laws

Repable and its licensors make no representation that the Repable Website or Services are appropriate or available for use in other locations. If you use the Repable Website or Services from outside Canada or the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any use of Repable Website or Services contrary to Canadian or United States law is prohibited.

17. Statute Of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Repable Website or Services or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

18. Copyright Policy

If you believe that any materials published on Repable Website or Services have been used in a way that constitutes copyright infringement and if you are authorized to act on behalf of the owner of the copyright that is allegedly infringed, please provide our Copyright Agent with a signed statement in English containing the following information:

· a description of the infringing material or, if multiple copyrighted works at a single website are covered by a single notification, a representative list of such works at that site;;

· a description of the copyrighted work(s) that you believe has been infringed and information reasonably sufficient to permit Repable to locate the material;

· the name of the owner of the copyright;

· your name, your address, telephone number and/or email address;

· a statement that you have a good faith belief that the allegedly infringing use was not authorized by the owner, an agent for the owner, or by law;

· a statement that all of the information you have provided is true,

· a statement, made under penalty of perjury, that you are the owner of the copyright or are authorized to act on behalf of the owner; and

· A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Your statement must be submitted via email at admin@repable.com

19. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Repable but may be assigned without your consent by Repable to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Repable directly or indirectly owning or controlling 50% or more of you shall entitle Repable to terminate this Agreement for cause immediately upon written notice.

20. General

This Agreement shall be governed by the laws of Ontario, Canada and the federal laws applicable therein, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the provincial and federal courts located in Toronto, Ontario. Notwithstanding this, you agree that Repable shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Repable as a result of this agreement or use of the Service. The failure of Repable to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Repable in writing. These Terms of Use, together with the Repable Privacy Policy and any SAAS Agreement that you may enter into with the Repable comprises the entire agreement between you and Repable and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

21. Notice

Any notices required or permitted by these Terms of Use must be in writing and in English and shall be deemed effective upon receipt when sent by confirmed e-mail to info@repable.com.

22.Definitions

As used in this Agreement: "Agreement" means these online terms of use (and the terms linked to through these terms), and any materials available on the Repable website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Repable from time to time in its sole discretion; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail in English to admin@repable.com

Billing Policy

This Billing Policy is incorporated into, and forms part of, Repable's Terms of Use.

Billing

i. Recurring Billing. By starting your Repable subscription, you authorize us to charge you a monthly subscription fee at the then current rate, and any other charges you may incur in connection with your use of the Repable service to the payment method you selected the "Payment Method"). You acknowledge that the amount billed each month may vary from month to month for reasons that may include differing amounts due to promotional offers and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly in one or more charges.

ii. Price Changes. We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in the Terms of Use or this Billing Policy, any price changes to your service will take effect following email notice to you.

iii. Billing Cycle. The subscription fee for our service will be billed at the beginning of the paying portion of your subscription and each month thereafter unless and until you cancel your subscription. We automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your paying subscription. Subscription fees are fully earned upon payment. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event your paying subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your subscription or became a paying member on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. We may authorize your Payment Method in anticipation of subscription or service-related charges. As used herein, "billing" shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method. Unless otherwise stated differently, month or monthly refers to your billing cycle.

iv. No Refunds. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our subscribers ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

v. Payment Methods. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see, "Cancellation" below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details. If you wish to change your payment method, please contact us via email at admin@repable.com

vi. Cancellation. You may cancel your Repable subscription at any time, and you will continue to have access to the Repable service through the end of your monthly billing period. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH SUBSCRIPTION PERIODS. To cancel your subscription, please contact us via email at admin@repable.com

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