These Terms of Service (“Terms”) constitute an agreement between Reposite Inc. (“Reposite”, “we”, “us”, or “our”) and you, which term, as used herein, includes you individually or the company or organization which you represent (“User”, “Organization”, “Partner”, “you”, “your” as applicable). These Terms apply to your use of services including any applicable free trials, any content, functionality and services offered on or via our website at www.reposite.io (“Site”), (collectively, the “Services”). By using or logging into the Services, you acknowledge that you have read, understood, and agree to be legally contracted by these Terms and to the terms set forth in our Privacy Policy located at www.reposite.io/privacy. You represent and warrant that you have the authority to bind yourself and your Organization to the Terms set forth herein. These Terms of Service, Ordering Documents, and all other attachments and documents referenced hereto are hereinafter collectively referred to as the “Agreement”. “Ordering Documents” mean the Reposite approved order form or online subscription process by which you agree to subscribe to use to the Reposite Services.

These Terms may be updated by Reposite with or without notice to you by updating the “Last Updated” date at the top of this page, so you should review the Terms periodically. YOU AGREE TO REGULARLY CHECK THE TERMS TO VIEW THE THEN - CURRENT TERMS OF SERVICE. Your continued use of the Services means that you accept such changes.

1. Your Account & Accessing the Service

1.1 - To access the Services, you are required to create an account by providing your email address and specifying a password as part of our security procedures. When creating an account, Reposite gives you the option to sign up either as a Supplier (“Supplier”) or a Planner (“Planner”). Reposite reserves the right to deny access to the Services in our sole and complete discretion. In some cases, an administrator or Reposite representative may assign you to an account. By creating an account, you agree to provide truthful and accurate information about yourself. You are responsible for updating your account if your information changes.

1.2 - You alone are responsible for maintaining the confidentiality of your account and for the activity that occurs on your account. We encourage you to keep your account password secure and confidential and use strong passwords that cannot be easily guessed. Do not share your account credentials with any third party. Notify a system administrator or a Reposite representative if you believe your account has been compromised. Reposite will not be liable for any loss resulting from your use of the Services, including any unauthorized use of your account. Services will be hosted on a server that is maintained by Reposite or its designated third-party supplier or data center. You are solely responsible for obtaining and maintaining at your expense all equipment needed to access the Services, including internet access and adequate bandwidth.

2. Changes to the Services

2.1 - Access to the Services is limited to the version in Reposite’s production environment. With the aim of enhancing your overall experience, we may change, update, correct or enhance the Services at our sole discretion and without prior notice, including but not limited to adding or substituting materially equivalent functional products or features in the event of product unavailability, end-of-life, updates or changes to software requirements, or the cancellation or suspension of your access to the Services at any time for any reason. We also reserve the right to charge a fee or modify a fee for any of our features at any time. We will notify you of such fees, and they will become applicable should you choose to utilize such features or continue to utilize such features after such notice by opting in on our website or under an applicable Ordering Document. To clarify, any such fee charge or modification will not be applicable during your then current subscription Term but may go into effect in a subsequent renewal Term. 

3. Proprietary Rights

3.1 - As between you and Reposite, the Services and all materials contained therein, including, but not limited to software, text, graphics, copy, images, artwork, logos, trademarks, service marks, copyrights, photographs, and all copyrightable or otherwise legally protectable elements of the Services, including, without limitation, the design, selection, sequence, look and feel, and arrangement of the Services (collectively referred to as the “Reposite Content”) and all intellectual property rights related thereto, including all components, derivatives, modifications, and enhancements, are the exclusive property of Reposite and its licensors. The use of our Services does not give you ownership, right, license or authorization to use any Reposite Content except as expressly set forth in these Terms. All other rights in and to the Services and Reposite Content are expressly reserved by Reposite.

3.2 - The Services will offer you the opportunity to post and upload text, images, files, or other content (collectively referred to as, “Content”). As between you and Reposite, you represent and warrant that you own all the rights, title, and interest in and to the Content you post or have been granted permission to post Content by another rights holder, and you have and will have all rights and consents necessary to allow Reposite to use Content as contemplated by the Agreement. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Content. We reserve the right, in our sole and absolute discretion, to take down or remove Content.

3.3 - Reposite will only access, process or use Content for the following reasons (the “Authorized Purposes”): (i) consistent with this Agreement and as required to perform our obligations and provide the Services, including reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, (ii) as authorized or instructed by you or any other activities expressly agreed to by you, including the right to use, reproduce, communicate to the public by telecommunications, make available, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, rent and take any other action with respect to such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, (iii) in accordance with our Privacy Policy, (iv) as required by applicable laws, or (v) for legal, safety or security purposes, including enforcing our Acceptable Use Guidelines. You grant Reposite administrators and affiliates a royalty-free, fully paid, irrevocable, perpetual, non-exclusive, non-transferable (except as set forth under Assignment), sub-licensable, worldwide license required or necessary for the Authorized Purposes.

3.4 - Although we encourage you to send us information, suggestions, or other forms of communication (collectively, referred to as “Ideas”), those Ideas will not be confidential. We do not want, and you should not, send us any Content containing confidential information. Moreover, by submitting any Idea, we reserve the right to reproduce, use, disclose, and distribute such Ideas without any obligation (including attribution) or compensation to you. You hereby irrevocably assign to Reposite all right, title and interest in the Ideas related to Reposite Services.

3.5 - You hereby unconditionally and irrevocably grant to Reposite all rights, title and interest in data inputted into or collected by us on an aggregated and anonymous basis, that is collected in compliance with applicable laws and Reposite’s Privacy Policy (“Aggregate Data”). Among other usage, Reposite may use Aggregate Data to improve its products and services, provide statistical information, deliver usage data and other commercial uses. For clarity, Aggregate Data will be aggregated and anonymized and will not identify you as the source of any specific data or finding, nor will it include any personally identifiable information of any individual users. Reposite will maintain appropriate security measures for all Aggregate Data in accordance with the terms and conditions of the Agreement. Reposite will be the sole and exclusive owner of all right, title and interest to such Aggregate Data. 

4. Content Posted By Others 

4.1 - Keep in mind that we are not liable for, and do not endorse, content posted by any other person. Therefore, we cannot be held responsible for any loss or damage resulting from your direct or indirect connection with any content posted by another user.

5. Your Use of the Services

5.1 - Subject to the Terms herein, Reposite hereby grants you for the Term as defined below, a non-transferable, non-exclusive, and revocable subscription right to access and use the Services solely for use by authorized Users in accordance with these Terms. Such use is limited to your internal business purpose, and you will not use the Services in excess of the scope or duration of the applicable Term. Except for the foregoing subscription right, no other right in the Services is granted hereunder, and the Services and Reposite Content are and will remain the sole and exclusive property of Reposite and its licensors, whether the Service is separate or integrated with any other products, services or deliverables. 

5.2 - The Services may contain features that operate in conjunction with certain third-party websites (“External Sites”) and may be subject to third-party licenses, and these licenses may be altered or revoked at any time by the applicable third-party licensor. These External Sites are provided for your benefit to be used at your sole discretion, and the content therein should not be considered a representation of Reposite nor an endorsement by us of such content. You are responsible for complying with any applicable terms and conditions in the use of these External Sites. In accessing these External Sites, we assume no responsibility and you are acknowledging that you do so at your own risk. Provided there is no material reduction of functionality of the Services, removal or alteration of External Sites shall not constitute a material breach of the Agreement. 

5.3 - If you send communications to us through the Services, you are communicating with us electronically and consenting to receive electronically, any communication related to your use of the Services. In doing so, you are acknowledging that all agreements, notices, disclosures, and other means of communication provided to you electronically appease any legal requirement that such communications be in writing. Any and all notices we send to the email address you provide to us will be considered delivered and effective immediately. When submitting Content, creating an account, or providing us with your email address, postal address, or phone number, you are agreeing to be contacted by a Reposite administrator at the address or number provided.

5.4 - Your use of Services may involve the transmission to us of certain personally identifiable information. You understand that by using the Services, you consent to the collection, use and disclosure of your personally identifiable information and to have your personally identifiable information collected, used and processed by Reposite and its affiliates for the sole purpose of providing the Services under the Agreement.

5.5 - We are constantly working to improve Reposite and can’t guarantee that the Services will be functional at all times. We reserve the right to suspend certain functionality in favor of maintenance, repair, or reasons beyond our control. In the event of unforeseen circumstances, we are not to be held liable if for any reason all or any part of the Services is unavailable to you during such time. 

5.6 - You acknowledge that Reposite has servers located in the United States only and that Services are not intended to be used in any countries that require an individual’s personal data to remain on servers located in another country (i.e., the Russian Federation or The People’s Republic of China). 

5.7 - You acknowledge and agree that use of the Services does not require you to provide any Protected Information to or through the Services. You will not (and will ensure that your agents and users do not) upload, provide or submit any Protected Information to the account. You agree that Reposite will have no liability to you or your agents, Users, or any other related party for Protected Information.  Reposite may upon notice to you suspend all or portion of your or your users’ access to the account if Reposite has a good faith belief that you or your agents or users have breached the restrictions in this Section. “Protected Information” means: (i) Social Security number; (ii) passport numbers or other government-issued identification numbers; (iii) health or medical information (other than dietary preferences or medical contact information); (iv) date of birth, (v) financial account number, or credit or debit card number, with or without any required security code, access code, personal identification number or password, that would permit access to an individual’s financial account (other than payment information entered using Reposite’s online payments module); or (vi) other information that a reasonable person would recognize as being highly sensitive (but excluding, for avoidance of doubt, contact information such as name, title, company name, mailing address, email address, and phone number).

6. Acceptable Use Guidelines

6.1 - Reposite does not monitor or police the content of communications or Content transmitted through the Services, and Reposite is not responsible for the content of these communications or transmissions. You represent and warrant that your use of the Services shall be exclusively for authorized and legal purposes, shall comply with all applicable laws and regulations, that you shall use the Services as intended per the Terms and shall not:

1. Exploit the Services for any unlawful purposes or in any way that infringes on anyone’s rights,

2. Attempt to compromise the integrity of the Services, including without limitation, causing a breach of security or rendering Services unavailable,

3. Access a server or account without proper authorization,

4. Reverse engineer, de-compile, disassemble or otherwise attempt to discover Reposite’s source code or underlying ideas,

5. Use the Services to lease, distribute, license, sell or otherwise engage in any form of commercial solicitation,

6. Exploit and or leverage your access to the Services for the benefit of a third party,

7. Engage in any activity that imposes, or may impose at our sole determination an inordinate amount of substance on our infrastructure, 

8. Copy, distribute, or disclose any part of the Services to a third party, including without limitation use of “scraping” techniques or technology,

9. Modify, translate, or create derivative works based on Reposite or any element of the Services, 

10. Transmit spam, chain letters, or other unsolicited email,

11. Impersonate another person, attempt to hide your identity, or otherwise misrepresent your affiliation with a person or entity,

12. Access or use the Services for the purpose of collecting any market research for a third-party affiliate or for a competitive product or service,

13. Create any link to Reposite or frame or mirror any content contained or accessible from the Services without Reposite’s explicit permission,

14. Upload, post, e-mail, transmit, or otherwise make available any content that:

    1. transmits viruses, invalid data or other malware to the Services,

    2. infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity, or

    3. is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity).

7. Connections between Planners & Suppliers

7.1 - Reposite offers a platform for Planners and Suppliers to connect, build relationships, and expand their networks on a global scale. Our objective is to support and facilitate communication between Planner and Supplier partners. We understand that some Partners may require additional interactions, such as bookings or payments, to be made outside of the Reposite site, which transactions and bookings are not captured by Reposite. While we do not restrict Planners and Suppliers from engaging in off-site interactions as long as the initial interaction is initiated through Reposite, Reposite must be notified of such transactions and bookings made pursuant to the use of Reposite Services so we can attribute all bookings and access relevant booking details therein. To that end, Planners and Suppliers must promptly notify Reposite of any successful transactions or bookings conducted outside of Reposite, and fees, if applicable under the Fees section, must be paid to Reposite for our Services. Engaging in transactions outside of Reposite in a manner that goes against the intended use or purpose of Reposite Services and this Section will be considered a violation, and such transactions may be subject to Circumvention Transaction Fees as specified below. 

7.2 - If you have a Planner account on Reposite, You hereby agree that: 

You will initiate the first interaction for each new project, event, itinerary, or similar engagement with any Supplier partners exclusively through the Services. Further communication may take place outside of our Services only after a quote request is sent out by you and accepted by the Supplier. You will promptly inform us if you make a payment to a Supplier that you identified through Reposite, and also provide us with a copy of the paid invoice. If there is no written invoice or if other details are needed by Reposite in its sole discretion to verify transaction amount, then you must provide us the details of the payment as requested by us. You will not attempt to circumvent our Services by failing to notify Reposite as specified above, and independently attempting to communicate, engage, or make payment to any Supplier through alternative means after discovering such Suppliers through our Services.

7.3 - If you have a Supplier account on Reposite, You hereby agree that:

You will promptly inform us upon receipt of an accepted quote, booking or reservation made by a Planner. For Suppliers who are not on a subscription plan, you will notify Reposite of any confirmed bookings and pay Reposite the applicable Booking Commission Fee. You will not attempt to circumvent our Services by failing to notify Reposite as specified above, and independently attempting to communicate with or receive payment from a Planner through alternative means after discovering such Planner through our Services without notifying Reposite or paying the Booking Commission Fee, if applicable to you.

For clarification, Suppliers and Planners may use alternative payment methods outside of Reposite, provided all initial interaction between partners for each new project, event, itinerary, or similar engagement is carried out exclusively through Reposite, and Suppliers and Planners promptly notify Reposite of each successfully concluded transactions made pursuant to the use of Reposite Services as specified above.

7.4 - You are solely responsible for the actions of your employees and agents that use the Services on your behalf, including without limitation, for related communications with other users of the Services. You assume all risk in dealing with other users of the Services and shall be responsible for all communication with each other and if applicable, separately executing contracts with one another. Unless directly attributed to Reposite, any dispute regarding a Service, or failure to provide agreed Service must be resolved directly between you and such third party. Reposite is not responsible for any breach by either party of the terms of any transaction or associated transaction-related activities. 

8. Fees

8.1 - If the Services or any portion thereof is made available to you for a fee, or you are involved in a transaction initiated by a Reposite User via the Services, you will be required to provide payment information, such as your credit card or other payment instrument to Reposite. By providing this information, You represent and warrant that such information is true and that you are authorized to use the indicated payment method. If you dispute any charges, you agree to let Reposite know within thirty (30) days after the date that Reposite charges you. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Reposite’s net income.

8.2 - Subscription Based Agreement

(i) If your account is registered for Subscription Services via a subscription plan, you will pay the subscription fees specified in the applicable Ordering Document in accordance with the payment terms specified therein (“Subscription Fees”). In addition to the Subscription Fees, if you choose to process payment transactions through Reposite at your sole discretion, you will also be responsible for paying Reposite Transaction Fees as outlined below.

(ii) You acknowledge and agree that Reposite is authorized to charge the applicable Subscription Fees to your payment method on file in accordance with the terms of your subscription plan for as long as your subscription continues. All Reposite subscriptions are continuous for as long as the agreement auto-renews, or until the End Date of your Subscription Agreement, or until Reposite suspends or otherwise stops providing access to the site and/or Services in accordance with these Terms. If any information associated with your billing account changes, You agree to promptly update your account information (i.e. billing address changes or credit card number). If the payment method on file fails, Reposite will attempt to contact you and will attempt to re-process the transaction until successful. If (a) any subscription invoice is more than sixty (60) days delinquent; or (b) any subscription payment is disputed or returned by Partner, then the Total Fees due under this Agreement shall become due and payable immediately. Subscription Services remain active until the agreement auto-renews or the End Date listed in your Subscription Agreement. Reposite does not offer refunds, fee adjustments, credits, or carryovers for the Services, including but not limited to any decrease in usage or unused Services.

8.3 - Non-Subscription Based Agreement

(i) Suppliers: If your account is not registered for Subscription Services via a subscription plan, you agree to pay Reposite a 15% booking commission fee for every confirmed booking received from Planners discovered through Reposite (“Booking Commission Fee”). In addition to the Booking Commission Fees, if you choose to process payment transactions through Reposite at your sole discretion, you will also be responsible for paying Reposite Transaction Fees as outlined below.

(ii) Planners: If you choose to process payment transactions through Reposite at your sole discretion, you will be responsible for paying Reposite Transaction Fees as outlined below.

8.4 - Transaction Fees

As a Reposite User, you have the ability to process payment transactions through the Services, including invoicing or making payments. If you choose to utilize this feature, you agree to pay Reposite a percentage of each such transaction, as indicated on screen at the time of generating the applicable invoice or making a payment. If you dispute any charges that you receive from another Reposite User via the Services, you must contact that Reposite User directly. If you agree to refund any transaction via the Services, you are responsible for and will pay Reposite (and Reposite may retain) any transaction costs associated with such refund. To clarify, this is an optional feature that may be utilized by you at your sole discretion, subject to the Terms herein.

8.5 - Circumvention Transaction Fees

If we determine that a User has circumvented our Site and/or Services by conducting transactions outside of Reposite after discovering a Supplier or Planner Partner (“Partner”) through our Site or Service and subsequently received payment from that Partner without adhering to the terms stated in the “Connections Between Planners and Suppliers” section, we will promptly notify such User of such circumvention. The User will then have a period of thirty (30) days to provide us with reasonable documentation demonstrating that such Partner was already known to User, and they had received payment from such Partner prior to contacting such Partner through our Site or Service. In the event User is unable to provide us with such documentation, we will invoice User for, and the User will pay, a Circumvention Transaction Fee equal to 15% of the total transaction value, as applicable and Reposite may, in its sole discretion, terminate the User’s account. This Section does not apply to Planners or Suppliers who are subscribed to a Subscription Plan.

9. Chargebacks

9.1 - If you have received payment from another party (“Payor”) through the Reposite Platform for goods or services (“Payee”), the transaction amount may be reversed, or charged-back to Payee’s payment account (a “Chargeback”) for the following reasons:

if the transaction is 

• disputed by the Payor,

• reversed for any reason,

• was not authorized (or Reposite has reason to believe that the transaction was not authorized), or

• is allegedly unlawful, suspicious, or in violation of the terms of these Terms of Service. 

Payee agrees to immediately pay Reposite the amount of any Chargeback, a penalty fee of $25, and any associated fees, fines, or penalties assessed by any third party as a result of the Chargeback. Reposite will refund the penalty fee if the Chargeback is disputed and subsequently resolved in your favor.

9.2. - Authorization to Charge Payment Methods on File

As the Payee, you authorize Reposite to charge any payment method we have on file for you in the amount of:

• any Chargeback,

• any amount you owe Reposite,

• any Losses (as defined below) we may incur relating to your transactions, your use of the Services, or your business; any obligations you owe us, including under these Terms of Service or any other agreement we have with you, or 

• to fund a reserve fund (See Reserve section below) if applicable. 

To facilitate these charges, you expressly authorize us to initiate individual or recurring debit entries to any bank account or credit / debit card account that we have on file for you. 

If any debit entry or charge is rejected, you agree to promptly pay the amount due and authorize us to initiate other debit entries and charges at any time and from time to time in any amount up to the amount due until the amount outstanding is fully satisfied. We are not responsible for any fees that you may incur from our charges, (including, but not limited to overdraft and overlimit fees). Payment methods we have on file for you include payment methods you identify to us and payment methods we identify on our own. For purposes of this and the next section, “Losses” include Chargebacks, refunds, returns, shortfalls, adjustments, settlements, losses, liabilities, damages, fines, penalties, fees, costs, and expenses.

9.3 - Reserve

In some cases, and at Reposite’s complete and absolute discretion, Reposite may require you to hold a designated amount of funds that you must maintain in a reserve fund held by us (“Reserve”) to pay any actual or potential Losses we believe we may incur related to your transactions, your use of the Services, your business, or to secure the performance of your obligations under any agreement between you and us, including these Terms of Service. If a Reserve fund is required for your account, you will be notified and will have the opportunity to enter into a separate agreement with Reposite outlining the terms of the Reserve. 

10. Copyright Infringement 

To the best of Reposite’s knowledge, all material published by Reposite on its web pages and other media properties, are done in full agreement with the original copyright owners. Reposite respects the intellectual property rights of others and will always strive to comply with all relevant laws. It is our responsibility to review all claims of copyright infringement and act accordingly in compliance with any such laws. Please let us know if you are a copyright holder who believes our Services, including but not limited to any Content distributed therein, are infringing copies of your work. In accordance with The Digital Millennium Copyright Act, a notice of alleged copyright infringement should be sent to the designated copyright agent: 

Reposite Inc.

Attn: General Counsel

1765 Greensboro Station Place, Suite 700

Tysons Corner, Virginia 22102

(703) 226 3500

legal@cvent.com

Any notice of claimed copyright infringement should include the following: (a) Specific identification of the claimed copyrighted work that has been infringed and a description of where the material can be located; (b) an authorized copy of the copyrighted work or provided location of the original; (c) your address, telephone number and e-mail address; (d) a statement by you that you have a good faith belief that the work(s) in question is not authorized by the copyright owner, its agent or the law; (e) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) a physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of the copyright that is allegedly infringed. Reposite cannot take action regarding your notice unless all of the required information is provided.

11. Warranties & Disclaimers

11.1 - Reposite represents and warrants that: (i) it will use commercially reasonable efforts to prevent the introduction, replication and distribution of Viruses by the Services; and (ii) the Site and Services will conform in all material respects with the applicable user instructions, release notes, manuals and on-line help files regarding the use of the Services, as updated by Reposite from time-to-time in its sole discretion.

11.2 - EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE SERVICES AND CONTENT PROVIDED THROUGH REPOSITE ARE “AS IS” AND “AS AVAILABLE”. NEITHER REPOSITE NOR ANY OF ITS THIRD-PARTY AFFILIATES MAKE CLAIM TO ANY SPECIFIC PROMISES PERTAINING TO THE AFOREMENTIONED SERVICES AND CONTENT THEREIN. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE ACCURACY, RELIABILITY OR FUNCTIONALITY; WE DON’T WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; NOR DO WE CLAIM THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY REPOSITE CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE APPLICATION OF SERVICES IS DOWNLOADED AT YOUR OWN RISK. YOU WILL BE SOLELY LIABLE FOR ANY AND ALL DAMAGE RESULTING FROM THE USE OF SERVICES OR RELATED DOWNLOADS.YOUR USE OF THE SERVICES IS AT YOUR SOLE DISCRETION. IN ACCORDANCE WITH THE FULLEST EXTENT OF APPLICABLE LAW, WE EXCLUDE ALL OTHER WARRANTIES OF ANY KIND. WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

11.3 - USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SERVICES AND CONTENT.  ACCORDINGLY, REPOSITE CANNOT AND DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. IN ORDER TO PROTECT CONTENT, REPOSITE MAY SUSPEND YOUR USE OF THE SERVICES IMMEDIATELY, WITHOUT PRIOR NOTICE, PENDING AN INVESTIGATION, IF ANY BREACH OF SECURITY IS SUSPECTED.

12. Confidentiality

12.1 - The receiving party will not disclose or use any Confidential Information of the disclosing party for any purpose outside the scope of the Agreement, except with the disclosing party's prior written permission. “Confidential Information” means any information, regardless of form, proprietary to or maintained in confidence by either party, including, without limitation, any information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by a party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other party or any of its employees or agents. The terms and conditions of this Agreement and any order for Reposite Services will be deemed the Confidential Information of both parties. Each party will protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).  If the receiving party is compelled by law to disclose Confidential Information of the disclosing party, it will provide the disclosing party with prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at disclosing party's cost, if the disclosing party wishes to contest the disclosure.

12.2 - The disclosing party has the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin any actual or threatened breach of this Section. This Section will not apply to any information that: (i) is or becomes generally known to the public without the receiving party’s breach of any confidentiality obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party; (iii) was independently developed by the receiving party without use of or reference to any Confidential Information or breach of any obligation owed to the disclosing party; or (iv) is received from a third party without restriction and without breach of the third party’s obligation to the disclosing party. 

12.3 - Any existing non-disclosure agreement entered into by the parties is hereby superseded and replaced by the terms in this Section, which will govern all disclosures and exchanges of Confidential Information made by the parties previously under such non-disclosure agreement.

13. Indemnification 

13.1 - You will (a) defend Reposite against any claim or lawsuit by a third party (“Claim”) (including any and all reasonable legal fees), to the extent the Claim arises out of or results from: (i) Your Content except if due to a breach of the Agreement by Reposite; (ii)your breach of Section 5 (Your Use of the Services) or Section 6 (Acceptable Use Guidelines), or (iii) your breach of Section 16.1 (Trade Compliance); and (b) pay any damages awarded against Reposite for the Claim or any amounts agreed by You and the claimant for the settlement of the Claim.

13.2 - The party to be indemnified (“Indemnified Party”) will give the indemnifying party (“Indemnifying Party”) (a) prompt notice of any claim in writing, specifying the nature of the Claim and such relief as is sought therein, (b) tender to the Indemnifying Party sole control of the defense or settlement of the Claim at the Indemnifying Party’s expense, provided, however, the Indemnifying Party may not settle a Claim in a manner that would have an adverse impact on the business of the Indemnified Party without receiving the prior written consent of the Indemnified Party, and (c) will cooperate with the Indemnifying Party and assist, at the Indemnifying Party’s expenses, in defending or settling the claim. Each applicable Indemnified Party will have the right to participate in the defense of any such claim at its own expense, and such participation by such Indemnified Party will not relieve the Indemnifying Party of its indemnification obligations.

14. Limitation of Liability 

14.1 - TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE CAUSE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES.  

14.2 - TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR (1) YOUR PAYMENT OBLIGATIONS, (2) A PARTY’S INDEMNITY OBLIGATIONS FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT, OR (3) A PARTY’S FRAUD OR INTENTIONAL MISCONDUCT,  IN NO EVENT SHALL A PARTY’S TOTAL AND AGGREGATED LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE FEES ACTUALLY PAID BY YOU TO REPOSITE FOR SUCH SERVICES IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF WHICH SUCH CLAIM ARISES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. NOTWITHSTANDING THE FOREGOING, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ARE USING THE SERVICES FOR FREE, IN WHICH CASE, REPOSITE’S TOTAL AGGREGATED LIABILITY TO YOU WILL NOT EXCEED USD 100.00 (ONE HUNDRED DOLLARS). YOU AGREE THAT THE AFOREMENTIONED TERMS ARE AN AGREED DISTRIBUTION OF RISK AND REFLECT THE RESPONSIBILITY AND LIABILITY AGREED UPON BY YOU AND REPOSITE IN THESE TERMS.

15. Term and Termination

15.1 - Where an Ordering Document is applicable, each Ordering Document will specify your Initial Subscription Term and any applicable Renewal Term for the Services. Unless these Terms are earlier terminated in accordance with this Section, these Terms commence on the Effective Date specified in the applicable Ordering Document and continue for the Term.  For Users who have signed up for free Services on our Site or downgraded to Reposite’s free basic plan after your Subscription Agreement has expired, your Subscription Term will be the period during which you have an account with Reposite to access our Site and Services.

15.2 - Renewal. Except when the applicable Ordering Document provides otherwise, each Ordering Document will renew only upon mutual agreement in writing by the parties.   

15.3 - Either Party may terminate the Agreement immediately upon written notice at any time if: (i) the other Party commits a non-remediable material breach of the Agreement, or if the other Party fails to cure any remediable material breach or, if not curable within 30 days, provide a written plan of cure acceptable to the non-breaching Party within 30 days of being notified in writing of the breach; (ii) the other Party ceases business operations; or (iii) the other Party becomes insolvent, generally stops paying its debts as they become due or becomes the subject of an insolvency or bankruptcy proceeding. Termination of the Agreement by either Party will not limit a Party from pursuing any other remedies available to it, including injunctive relief. Unless the Parties agree to otherwise in writing, termination will not release you from your obligation to pay all fees that you have agreed to pay under the Agreement. If Reposite terminates the Agreement for your non-payment of undisputed fees, you agree to pay to Reposite the remaining value of the Ordering Document for all remaining years. You acknowledge this as liquidated damages reflecting a reasonable measure of actual damages and not a penalty. Ordering Documents that are not terminated will continue in full force and effect under the terms of the Agreement.

15.4 - Suspension. Reposite may immediately restrict or suspend access to the Services if we become aware of, or reasonably suspect, any breach of the Agreement by you or your authorized users that may violate applicable laws, cause damage to Reposite or negatively affect Reposite’s other customers. Reposite may remove any violating Content posted or transmitted through the account.  Reposite will act in good faith and use reasonable efforts to notify you via phone or email before initiating suspending or restricting any Service. You are still responsible for full payment of the Ordering Document even if access to the Services is suspended or terminated for any breach of the Agreement. 

15.5 - Return of Data. We will not provide you access to your Content after termination or expiration of your Agreement with us and thus recommend you retrieve your Content prior to such termination or expiration. However, upon your written request made within 30 days after the effective date of expiration or termination of the Agreement, Reposite will, provided you are not in breach of any of your obligations with Reposite, make available to you for download a file of Content in its then current format. After this 30-day period, Reposite has no obligation to maintain or provide, and may delete, any Content.

16. Miscellaneous

16.1 - Trade Compliance. You represent and warrant that: (i) you will comply with all applicable import, export, economic sanctions, money laundering and anti-boycott laws and regulations, (ii) none of your subsidiaries, and their respective directors, officers, and, to your knowledge, employees, agents, and representatives, nor any financial institution used to pay Reposite under this Agreement, are a subject or target of any economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by the United States Government (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), U.S. Department of Commerce, or the U.S. Department of State), the United Nations, the European Union, or any other applicable governmental bodies or agencies (“Sanctions”), including but not limited to by being a person that is (A) listed on any Sanctions-related list issued by any Sanctions Authority, (B) operating, resident, or located in any country, region, or territory which is itself the subject or target of any comprehensive Sanctions (currently, the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea, and Syria) (“Sanctioned Countries”), (C) owned or controlled by, or acting on behalf of, any such person or persons described in the forgoing clauses (A) or (B) (any person or entity described in this clause (ii), “Sanctioned Persons”),  (iii) you will not provide a Service to any Sanctioned Person or in or with any Sanctioned Country or otherwise engage in any activity in connection with the Services or this Agreement that would result in the violation of any Sanctions applicable to any party hereto, and (iv) you have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance by you, your subsidiaries, and their respective directors, officers, employees, agents, and representatives with Sanctions. Any breach of this Section is a material breach of this Agreement and Reposite may immediately terminate this Agreement for breach upon notice. You shall not be entitled to any refund or credit based on Fees paid hereunder prior to such termination.

16.2 - These Terms will be binding upon and enure to the benefit of our successors, assigns and any licensees, and sublicensees, if applicable. These Terms, and any rights and licenses granted hereunder, may not be transferred, or assigned by you, but may be assigned by Reposite without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

16.3 - Reposite may subcontract the provision of the Service in whole or in part to an affiliate. Reposite may designate an agent or subcontractor to perform certain tasks and functions under the Agreement. Reposite will, however, remain responsible and liable for the performance by such affiliates, agents and subcontractors, of their duties under the Agreement.

16.4 - You agree that we are not responsible to you for anything that we may otherwise be responsible for, that may be caused by reasons beyond our reasonable control including, but not limited to, acts of God, earthquakes, war, insurrection, riots, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, or failure or shortage of infrastructure.

16.5 - You agree that Reposite may identify you as a recipient of Services and use its logo in sales presentations, marketing materials and press releases, provided that Reposite uses your logo in accordance with your logo guidelines.

16.6 - These Terms are governed by and construed in accordance with the laws of Commonwealth of Virginia, without regard to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms and or your use of the Services resides in the state or federal courts located in Fairfax County, Virginia or the United States District Court for the Eastern District of Virginia and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action. The Uniform Computer Information Transactions Act does not apply to the Agreement or orders placed under it.

16.7 - EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.

16.8 - If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. All provisions that logically ought to survive termination of these Terms shall survive. 

16.9 - The section headings in these Terms are provided merely for convenience and shall not be given any legal import.

16.10 - Any notice required or permitted under this Agreement or required by law must be in writing and must be: (i) delivered in person; (ii) delivered by electronic mail to the address listed on the applicable Ordering Document; (iii) sent by first class registered mail, or air mail, as appropriate; or (iv) sent by an internationally recognized overnight air courier, in each case properly posted and fully prepaid to the contact person specified in the Ordering Document. Notices will be considered to have been given at the time of actual delivery in person, two (2) business days after deposit in the mail, or one (1) day after delivery to an overnight air courier service, provided in each case that delivery in fact is affected. Either Party may change its contact person or address for notices by means of notice to the other Party given in accordance with this Section. 

16.11 - Entire Agreement & Severability. These Terms, together with any amendments and any additional agreements you may enter into with Reposite in connection with the Services, shall constitute the entire agreement between you and Reposite concerning the Services and supersedes all prior agreements on the same subject matter and shall govern all disclosures and exchanges of Confidential Information made by the parties previously hereto. All pre-printed or standard terms of any purchase order or other business processing document provided by you are hereby rejected and will have no force or effect.