TERMS of SERVICE


1. ACCEPTANCE OF TERMS

REPS123 ("REPS 123") welcomes you. REPS 123 provides the REPS 123 Services (defined below) to you subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at http://reps123.com/legal.html. REPS 123 provides services to help sales professionals connect and prospect with other businesses through its Service, collectively with all other services provided through the Site or Licensed App (the "Service"). By accessing and using the REPS 123 Services, you accept and agree to be bound by the terms and provision of the TOS. In addition, when using particular REPS 123 owned or operated services, you and REPS 123 shall be subject to any posted guidelines or rules applicable to such services, which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. Certain features of the Service, Licensed App, or Site may be subject to additional guidelines, terms, or rules, which will be posted on the Service, Licensed App, or Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement.

 

THE TERM "CUSTOMER", “you”, your” MEANS (A) YOU AS AN INDIVIDUAL IF YOU ARE VISITING THE SITE, OR USING THE SERVICE AS AN AUTHORIZED USER, OR (B) THE COMPANY, ENTITY, OR ORGANIZATION ("COMPANY") YOU REPRESENT IF YOU ARE ORDERING A FREE TRIAL OR SERVICE. THESE TERMS OF SERVICE ("AGREEMENT") SET FORTH THE LEGALLY BINDING TERMS FOR CUSTOMER’S USE OF THE SITE, SERVICE, AND LICENSED APP. BY ACCESSING OR USING THE SITE, SERVICE, OR SERVICE, YOU ON BEHALF OF YOURSELF OR THE COMPANY, AS APPLICABLE, ARE ACCEPTING THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR THE COMPANY, AS APPLICABLE. YOU MAY NOT ACCESS OR USE THE SITE, SERVICE, OR LICENSED APP OR ACCEPT THE AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SITE, LICENSED APP OR SERVICE.

 

REPS 123 may also offer other services that are governed by different TOS. In such cases the other terms of service will be posted on the relevant service to which they apply.

 

2. DESCRIPTION OF REPS 123 SERVICES

REPS 123 provides users with access to a rich collection of resources, including without limitation various communications tools, forums, contract services, search services, personalized content and branded programming through its network of properties which may be accessed through any various medium or device now known or hereafter developed (the "REPS 123 Services"). You also understand and agree that the REPS 123 Services may include advertisements and that these advertisements are necessary for REPS 123 to provide the REPS 123 Services. You also understand and agree that the REPS 123 Services may include certain communications from REPS 123, such as service announcements, administrative messages, and the REPS 123 Newsletter, and that these communications are considered part of REPS 123 membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current REPS 123 Services, including the release of new REPS 123 properties, shall be subject to the TOS. You understand and agree that the REPS 123 Services is provided "AS-IS" and that REPS 123 assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the REPS 123 Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide, and are responsible for, all equipment necessary to access the REPS 123 Services.

 

You understand that the technical processing and transmission of the REPS 123 Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

 

Please be aware that REPS 123 has created certain areas on the REPS 123 Services that contain confidential content. You must be a Registered User at least 18 years of age to access and view such areas.

 

3. PAYMENT TERMS

  a. The Service is available under two types of licenses: a Free 14 Day Risk Free Trial, and a Paid version ("Individual License"). For each License, Customer will designate an employee or contractor to manage such License (the "Admin"). An "Authorized User" means the Admin or a Customer employee or contractor who creates and maintains a valid REPS 123 Account, and agrees to be bound by the terms and conditions of this Agreement. The Admin may remove Authorized Users by following the instructions in the Admin’s REPS 123 Account. As an Authorized User, you acknowledge that you may be removed from the team in the Admins sole discretion. The Customer is responsible for the acts and omissions of the Customer and its Authorized Users under this Agreement, and any breach by an Authorized User will be deemed a breach by Customer. Customer will ensure that its Authorized Users comply with the terms and conditions of this Agreement and will promptly notify REPS 123 of any known violation.

 

  b. The following provision applies to Customer’s who have purchased a (i) Promotion (ii) Prospecting, or (iii) Combined License. The License will continue on a recurring basis (every month) and auto-renew for additional one (1) month terms thereafter until the Prospecting License is canceled ("License Term"). The current "License Fee" is as per package pricing per month per Admin per license. Payments already made will not be refunded. All payments are non-refundable. Customer hereby authorizes REPS 123 to bill Customer for ordering the License. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer is responsible for payment of all such taxes, levies or duties. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less. If any fee cannot be charged to Customer’s credit card for any reason, REPS 123 may provide Customer, via email, notice of such non-payment and a link for Customer to update Customer’s payment information. If such non-payment is not remedied within seven (7) days after receiving such notice of non-payment, then REPS 123 may terminate the Prospecting License.

 

4. ACCOUNTS

  a. In order to use certain features of the Site or Service, Customer must create a REPS 123 account ("Account") by providing certain information as prompted by the Site registration form. Customer represents and warrants that: (a) all required registration information Customer submits is truthful and accurate; and (b) Customer will maintain the accuracy of such information. Customer may delete Customer’s Account at any time, for any reason, by following the instructions on the Site. Customer is responsible for maintaining the confidentiality of Customer’s Account login credentials and is fully responsible for all activities that occur under Customer’s Account. Customer agrees to immediately notify REPS 123 of any unauthorized use, or suspected unauthorized use of Customer’s Account or any other breach of security. REPS 123 cannot and will not be liable for any loss or damage arising from Customer’s failure to comply with the above requirements.

 

  b. The Service may include features that allow Customers to tie Customer’s Account with certain third party website accounts (each, a "Third Party Account"). Doing so allows REPS 123 to share data between Customer’s Account and the Third Party Accounts as described in greater detail below. In order to do so, Customer may need to provide the Third Party Account login credentials to REPS 123 through the Service. With respect to any Third Party Account tied to Customer’s Account, Customer represents and warrants that (i) Customer is the owner of such Third Party Accounts or has the rights to use and to grant REPS 123 the right to use such Third Party Accounts, (ii) Customer is entitled to disclose the login credentials of such Third Party Account to REPS 123, Customer is entitled to grant REPS 123 use of such Third Party Account without breach by Customer of any third party agreement or of any of the terms and conditions that govern Customer’s use of such Third Party Account, and without obligating REPS 123 to pay any fees. Customer hereby grants REPS 123 permission to use such Third Party Account in accordance with this Agreement. Please note that Customer’s relationship with the third party service providers of such Third Party Accounts is governed solely by Customer’s agreement(s) with such third party service providers.

 

  c. By granting REPS 123 permission to use any Third Party Accounts, Customer understand that REPS 123 may access, use, store, cache, display, and/or disclose any user content in Customer’s Third Party Account ("Third Party Account Content") in accordance with Customer’s privacy settings, so that Third Party Account Content may be accessed through the Service via Customer’s Account. All Third Party Account Content shall be considered to be User Content as defined in Section 5 for all purposes of this Agreement. Please note that if a Third Party Account becomes unavailable or REPS 123 access to such Third Party Account is terminated by the third party service provider, then Third Party Account Content may no longer be accessible through the Service to Customer. Only certain Third Party Account Content is stored by REPS 123. Customer has the ability to disable the connection between Customer’s Account and Customer’s Third Party Accounts at any time through the admin section of the License App.

 

5. LICENCES

..a. Subject to the terms of this Agreement, REPS 123 grants Customer a non-transferable, non-exclusive, license to use the Site for Customer’s internal use during the term of this Agreement.

 

  b. If Customer has a License, subject to the terms of this Agreement, REPS 123 grants Customer and each Authorized User a non-transferable, non-exclusive, license to (a) use the License available on the Site, (b) install and use the License available for mobile devices, and (c) install and use the License available on tablets, each in executable object code format only, solely on Customer’s or each Authorized User’s own computer, mobile device, or tablet, as applicable, and solely for Customer’s internal business use during the Trial Term or Prospecting License Term, as applicable.

 

  c. The rights granted to Customer in this Agreement are subject to the following restrictions: (i) Customer shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, License, or Service; (ii) Customer shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site, License, or Service; (iii) Customer shall not access the Site, License, or Service in order to build a similar or competitive service; and (iv) except as expressly stated herein, no part of the Site, License, or Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site, License, or Service shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site, License, or Service content must be retained on all copies thereof.

 

6. OWNERSHIP

  a. Excluding Customer’s User Content as defined below, Customer acknowledges that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets in the Site, Licensed App, and Service are owned by REPS 123 or REPS 123’s licensors. The provision of the Site, Licensed App, and Service does not transfer to Customer or any third party any rights, title or interest in or to such intellectual property rights. REPS 123 and its suppliers reserve all rights not granted in this Agreement.

 

  b. REPS 123 reserves the right, at any time, to modify, suspend, or discontinue the Site, License, or Service or any part thereof with or without notice. Customer agrees that REPS 123 will not be liable to Customer or to any third party for any modification, suspension, or discontinuance of the Site, Licensed App or Service or any part thereof.

 

  c. If Customer provides REPS 123 with any feedback or suggestions regarding the Site, License, or Service ("Feedback"), Customer hereby assign to REPS 123 all rights in the Feedback and agree that REPS 123 shall have the right to use such Feedback and related information in any manner it deems appropriate. REPS 123 will treat any Feedback Customer provide to REPS 123 as non-confidential and non-proprietary.

 

7. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the REPS 123 Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the REPS 123 Services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the REPS 123 Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or REPS 123 has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, REPS 123 has the right to suspend or terminate your account and refuse any and all current or future use of the REPS 123 Services (or any portion thereof).

 

8. REPS 123 PRIVACY POLICY

Registration Data and certain other information about you are subject to our applicable privacy policy. For more information, see the full REPS 123 Privacy Policy at http://reps123.com/privacy.html, You understand that through your use of the REPS 123 Services you consent to the collection and use (as set forth in the applicable privacy policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by REPS 123 and its affiliates.

 

9. MEMBER CONDUCT

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not REPS 123, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the REPS 123 Services. REPS 123 does not control the Content posted via the REPS 123 Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the REPS 123 Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will REPS 123 be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the REPS 123 Services.

 

You agree to not use the REPS 123 Services to:

  a. upload, post, email, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;

 

  b. harm minors in any way;

 

  c. impersonate any person or entity, including, but not limited to, a REPS 123 official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

 

  d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the REPS 123 Service;

 

  e. upload, post, email, transmit, or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

 

  f. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

 

  g. upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose.

 

  h. upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

 

  i. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the REPS 123 Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;

 

  j. interfere with or disrupt the REPS 123 Services or servers or networks connected to the REPS 123 Services, or disobey any requirements, procedures, policies or regulations of networks connected to the REPS 123 Services, including using any device, software or routine to bypass our robot exclusion headers;

 

  k. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;

 

  l. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

 

  m. "stalk" or otherwise harass another; and/or

 

  n. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.

 

You acknowledge that REPS 123 may or may not pre-screen Content, but that REPS 123 and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the REPS 123 Services. Without limiting the foregoing, REPS 123 and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by REPS 123 or submitted to REPS 123, including without limitation information in REPS 123 Message Boards and in all other parts of the REPS 123 Services.

 

You acknowledge, consent and agree that REPS 123 may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of REPS 123, its users and the public.

 

You understand that the REPS 123 Services and software embodied within the REPS 123 Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by REPS 123 and/or content providers who provide content to the REPS 123 Services. You may not attempt to override or circumvent any of the usage rules embedded into the REPS 123 Services. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the REPS 123 Services, in whole or in part, is strictly prohibited.

 

10. INTERSTATE NATURE OF COMMUNICATIONS ON REPS 123 NETWORK

When you register with REPS 123, you acknowledge that in using the REPS 123 Services to send electronic communications (including but not limited to email, search queries, sending messages to REPS 123 Chat or REPS 123 Groups, uploading photos and files, and other Internet activities), you will be causing communications to be sent through REPS 123's computer networks, portions of which are located in the United States and portions of which may be located abroad. As a result, and also as a result of REPS 123's network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this TOS, you acknowledge that use of the service results in interstate data transmissions.

 

11. SPECIAL ADMONITIONS FOR INTERNATIONAL USE AND EXPORT AND IMPORT COMPLIANCE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Use of the REPS 123 Services and transfer, posting and uploading of software, technology, and other technical data via the REPS 123 Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations, including without limitation the Export Administration Regulations (see http://www.access.gpo.gov/bis/ear/ear_data.html) and sanctions control programs of the United States (see http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx). In particular, you represent and warrant that you: (a) are not a prohibited party identified on any government export exclusion lists (see http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) or a member of a government of any other export-prohibited countries as identified in applicable export and import laws and regulations; (b) will not transfer software, technology, and other technical data via the REPS 123 Services to export-prohibited parties or countries; (c) will not use the REPS 123 Services for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws; and (d) will not transfer, upload, or post via the REPS 123 Services any software, technology or other technical data in violation of U.S. or other applicable export or import laws.

 

12. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE REPS 123 SERVICES

REPS 123 does not claim ownership of Content you submit or make available for inclusion on the REPS 123 Services. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the REPS 123 Services, you grant REPS 123 the following worldwide, royalty-free and non-exclusive license(s), as applicable:

 

  a. With respect to Content you submit or make available for inclusion on publicly accessible areas of REPS 123 Groups, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the REPS 123 Services solely for the purposes of providing and promoting the specific REPS 123 Group to which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the REPS 123 Services and will terminate at the time you remove or REPS 123 removes such Content from the REPS 123 Services.

 

  b. With respect to photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the REPS 123 Services other than REPS 123 Groups, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the REPS 123 Services solely for the purpose for which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the REPS 123 Services and will terminate at the time you remove or REPS 123 removes such Content from the REPS 123 Services.

 

  c. With respect to Content other than photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the REPS 123 Services other than REPS 123 Groups, the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.

 

“Publicly accessible" areas of the REPS 123 Services are those areas of the REPS 123 network of properties that are intended by REPS 123 to be available to the general public. By way of example, publicly accessible areas of the REPS 123 Services would include REPS 123 Message Boards and portions of REPS 123 Groups and Flickr that are open to both members and visitors. However, publicly accessible areas of the REPS 123 Services would not include portions of REPS 123 Groups that are limited to members, REPS 123 services intended for private communication such as REPS 123 Mail or REPS 123 Messenger, or areas off of the REPS 123 network of properties such as portions of World Wide Web sites that are accessible via hypertext or other links but are not hosted or served by REPS 123.

 

13. CONTRIBUTIONS TO REPS 123

By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to REPS 123 through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) REPS 123 is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) REPS 123 shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) REPS 123 may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of REPS 123 without any obligation of REPS 123 to you; and (f) you are not entitled to any compensation or reimbursement of any kind from REPS 123 under any circumstances.

 

14. INDEMNITY

You agree to indemnify and hold REPS 123 and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit, modify or otherwise make available through the REPS 123 Services, your use of the REPS 123 Services, your connection to the REPS 123 Services, your violation of the TOS, or your violation of any rights of another.

 

15. NO COMMERCIAL REUSE OF REPS 123 SERVICES

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the REPS 123 Services (including Content, advertisements, Software and your REPS 123 ID).

 

16. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that REPS 123 may establish general practices and limits concerning use of the REPS 123 Services, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the REPS 123 Services, the maximum number of email messages that may be sent from or received by an account on the REPS 123 Services, the maximum size of any email message that may be sent from or received by an account on the REPS 123 Services, the maximum disk space that will be allotted on REPS 123's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the REPS 123 Services in a given period of time. You agree that REPS 123 has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the REPS 123 Services. You acknowledge that REPS 123 reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that REPS 123 reserves the right to modify these general practices and limits from time to time.

REPS 123 Messenger, including any web-based versions, will allow you and the people with whom you communicate to save your conversations in your REPS 123 accounts located on REPS 123 servers. This means you can access and search your message history from any computer with access to the internet. Whether or not you use this feature, other users may choose to use it to save conversations with you in their account on REPS 123 too. Your agreement to this TOS constitutes your consent to allow REPS 123 to store these communications on its servers.

 

17. MODIFICATIONS TO REPS 123 SERVICES

REPS 123 reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the REPS 123 Services (or any part thereof) with or without notice. You agree that REPS 123 shall not be liable to you or to any third party for any modification, suspension or discontinuance of the REPS 123 Services (or any part thereof).

 

18. TERMINATION

You may terminate your REPS 123 account, any associated email address and access to the REPS 123 Services by submitting such termination request to REPS 123.

 

You agree that REPS 123 may, without prior notice, immediately terminate, limit your access to or suspend your REPS 123 account, any associated email address, and access to the REPS 123 Services. Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b)requests by law enforcement or other government agencies, (c) discontinuance or material modification to the REPS 123 Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) engagement by you in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with the REPS 123 Services. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in REPS 123's sole discretion and that REPS 123 shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the REPS 123 Services.

 

Termination of your REPS 123 account includes any or all of the following: (a) removal of access to all or part of the offerings within the REPS 123 Services, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of all or part of the REPS 123 Services.

 

19. DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the REPS 123 Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that REPS 123 shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the REPS 123 Services.

 

20. LINKS

The REPS 123 Services may provide, or third parties may provide, links to other World Wide Web sites or resources. You acknowledge and agree that REPS 123 is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that REPS 123 shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

 

21. REPS 123'S PROPRIETARY RIGHTS

You acknowledge and agree that the REPS 123 Services and any necessary software used in connection with the REPS 123 Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in advertisements or information presented to you through the REPS 123 Services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by REPS 123 or the applicable licensor (such as an advertiser), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the REPS 123 Services, such Content or the Software, in whole or in part.

 

REPS 123 grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the REPS 123 Services. You agree not to access the REPS 123 Services by any means other than through the interface that is provided by REPS 123 for use in accessing the REPS 123 Services.

 

22. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

 

  a. YOUR USE OF THE REPS 123 SERVICES AND SOFTWARE ARE AT YOUR SOLE RISK. THE REPS 123 SERVICES AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. REPS 123 AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

  b. REPS 123 AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE REPS 123 SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE REPS 123 SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE REPS 123 SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE REPS 123 SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

 

  c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE REPS 123 SERVICES OR SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

 

  d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REPS 123 OR THROUGH OR FROM THE REPS 123 SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

 

  e. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE REPS 123 SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE REPS 123 SERVICE. IMMEDIATELY DISCONTINUE USE OF THE REPS 123 SERVICES AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE REPS 123 SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

 

23. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT REPS 123 AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF REPS 123 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE REPS 123 SERVICE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE REPS 123 SERVICE; OR (e) ANY OTHER MATTER RELATING TO THE REPS 123 SERVICE.

 

24. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 19 AND 20 MAY NOT APPLY TO YOU.

 

25. SPECIAL ADMONITION FOR REPS 123 SERVICES RELATING TO FINANCIAL MATTERS

If you intend to create or join any service, receive or request any news, messages, alerts or other information from the REPS 123 Services concerning companies, stock quotes, investments or securities, please read the above Sections 19 and 20 again. They go doubly for you. In addition, for this type of information particularly, the phrase "Let the investor beware" is apt. The REPS 123 Services is provided for informational purposes only, and no Content included in the REPS 123 Services is intended for trading or investing purposes. REPS 123 and its licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the REPS 123 Services, and shall not be responsible or liable for any trading or investment decisions based on such information.

 

26. NO THIRD-PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.

 

27. NOTICE

REPS 123 may provide you with notices, including those regarding changes to the TOS, including by but not limited to email, regular mail, SMS, MMS, text message, postings on the REPS 123 Services, or other reasonable means now known or hereafter developed. Such notices may not be received if you violate this TOS by accessing the REPS 123 Services in an unauthorized manner. Your agreement to this TOS constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed the REPS 123 Services in an authorized manner.

 

28. TRADEMARK INFORMATION

You agree that all of REPS 123’s trademarks, trade names, service marks and other REPS 123 logos and brand features, and product and service names are trademarks and the property of REPS 123! Inc. (the "REPS 123 Marks"). Without REPS 123's prior permission, you agree not to display or use in any manner the REPS 123 Marks.

 

29. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

REPS 123 respects the intellectual property of others, and we ask our users to do the same. REPS 123 may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide REPS 123's Copyright Agent the following information:

  a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

  b. a description of the copyrighted work or other intellectual property that you claim has been infringed;

  c. a description of where the material that you claim is infringing is located on the site;

  d. your address, telephone number, and email address;

  e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

 

  f. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

REPS 123's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

  By mail:
  Copyright REPS 123
  c/o Iron Furnace Management
  203 N Front St., Suite 216
  Philipsburg, PA  16866

  By phone: (814) 342-7000

  By email: info@reps123.com

 

30. VIDEO CONTENT

Please visit http://reps123.com/legal.html for more information or to register any concerns or complaints regarding video content accessible on the REPS 123 network of properties.

 

31. GENERAL INFORMATION

Entire Agreement. The TOS constitutes the entire agreement between you and REPS 123 and governs your use of the REPS 123 Services, superseding any prior version of this TOS between you and REPS 123 with respect to the REPS 123 Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other REPS 123 services, affiliate services, third-party content or third-party software.

Choice of Law and Forum. You and REPS 123 each agree that the TOS and the relationship between the parties shall be governed by the laws of the State of California without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the TOS, or the relationship between you and REPS 123, shall be brought exclusively in the courts located in the county of Centre, Pennsylvania or the U.S. District Court for the Middle District of Pennsylvania. You and REPS 123 agree to submit to the personal jurisdiction of the courts located within the county of Centre, Pennsylvania or the Middle District of Pennsylvania, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

 

Waiver and Severability of Terms. The failure of REPS 123 to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

No Right of Survivorship and Non-Transferability. You agree that your REPS 123 account is non-transferable and any rights to your REPS 123 ID or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

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 the REPS 123 Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

 

The section titles in the TOS are for convenience only and have no legal or contractual effect.

 

32. PLAN AGREEMENT

This Plan Agreement ("Agreement") is made and effective by and between REPS123 and You ("Company") on the day and time Company click on the SUBMIT button on any REPS123 link for the Free Trial.  When Company clicks on SUBMIT Company is agreeing on that date to be bound these and any future or modified Terms relating to this service as executed under our “Terms.”

 In consideration of the mutual promises contained herein, the parties agree as follows:

 

   a. Definitions.

As used herein, the following terms shall have the meanings set forth below:

    i. "Products" shall mean the Company's products to be sold by REPS123.

    ii. "Territory" shall mean the North America.

 

  b. Appointment.

Company hereby appoints REPS123 as reps for the Products in the Territory, and REPS123 hereby accepts such appointment.  According to the Plan selected by the Company, REPS123's sole authority shall be (i) to create brand interest for the Products in the Territory, (ii) to prospect for new clients in the Territory, (iii) a combination of solicitation and prospecting, in accordance with the terms of this Agreement.  REPS123 shall not have the authority to make any commitments whatsoever on behalf of Company, and be fully responsible for keeping Company’s customers duly informed of this limit on REPS123’s authority to make agreements on behalf of the Company with the customer.

 

  c. General Duties.

REPS123 shall promote the Products and maximize the exposure of the Company in the Territory.  REPS123, may at its sole discretion, also provide reasonable assistance to Company in promotional activities in the Territory such as trade shows, product presentations, sales calls, and other activities of Company with respect to the Products.  REPS123 may also provide reasonable "after sale" support to Product purchasers and generally perform such related activities as are reasonable to promote the Products and the goodwill of Company in the Territory.  REPS123 shall neither advertise the Products outside the Territory nor solicit on the behalf of the Company from purchasers located outside the Territory without the prior written consent of the Company.

 

  d. Reserved Rights.

Company reserves the right to solicit and receive orders directly or through its sales team, other reps, or any other sales vehicle within the Territory.

 

  e. Family-Friendly Policy.

Company warrants that it manufacturers only those products that are family-friendly, and also warrants that it does not currently resell or purchase from others for resale any such items.  Company agrees to notify REPS123 immediately (within one calendar week) in writing and addressed to our REPS123 office via any nationally recognized and trackable mail carrier, return receipt requested, when the Company begins to manufacturer, purchase, market either product or service that is not family-friendly.  The Company understands that REPS123 reserves the right, at its sole discretion, to define the complete meaning and interpretation of the term Family-Friendly.

 

  f. Limited Representation.

The Company understands that REPS123 reserves the right, at its sole discretion, as to what Companies it will and will not offer a Free Trial, or representation of products and services.  The Company also understands that REPS123 will terminate any agreement with Company involving any aspect against our family-friendly policy.  During the term of this Agreement, Company shall not manufacture, represent, promote or otherwise try to sell or market within the Territory any non-family-friendly lines or products that, in REPS123's judgment, do not comply with our Family-Friendly policy covered by this Agreement.

 

  g. Independent Contractor.

REPS123 is an independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise, or (iii) allow REPS123 to create or assume any obligation on behalf of Company for any purpose whatsoever.  REPS123 is not an employee of Company and is not entitled to any employee benefits.  REPS123 shall be responsible for paying all income taxes and other taxes charged to REPS123 on amounts earned hereunder.  All financial and other obligations associated with REPS123's business are the sole responsibility of REPS123.

 

  h. Indemnification by REPS123.

REPS123 shall indemnify and hold Company free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasant acts of REPS123, its employees or its agents.

 

  i. Indemnification by Company.

Company shall indemnify and hold REPS123 free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of defects in the Products caused by Company or failure of Company to provide any products to a customer that has properly ordered through REPS123.

 

  j. Commission.

    (i) Sole Compensation.  REPS123's sole compensation under the terms of this Agreement shall be a monthly, recurring commission computed by the choice of the Plan as chosen by the Company.

    (ii) Time of Payment.  The commission is due and payable monthly within 5 calendar days of the monthly due date.

    (iii) Commission Charge-Back.  Company shall have the absolute right to set forth cash discounts, to make such allowances and adjustments to accept such returns from its customers, and to write off as bad debts such overdue customer accounts as it deems advisable.  However, in each such case Company shall not charge back REPS123's account any amounts previously paid or credited to it with respect to such cash discounts, allowances, adjustments, return or bad debts.

 

  k. Sale of the Products.

    (i) Prices and Terms of Sale.  Company shall provide REPS123 with copies of its current price lists, marketing materials, delivery schedules, and standard terms and conditions, as established from time to time.

    (ii) Pricing, Quotations, Orders, and Shipping.  Company shall be responsible for all pricing, quotations, orders, and shipping inquiries.

    (iii) Acceptance.  REPS123 shall have no authority to make any acceptance or delivery commitments to customers.  Company specifically reserves the right to reject any order or any part thereof for any reason.

    (iv) Credit Approval.  Company shall have the sole right of credit approval or credit refusal for customers in all cases, with or without cause.

    (v) Collection.  Full responsibility for collection from customers rests with Company.

    (vi) Inquiries from Outside the Territory.  REPS123 shall promptly submit to Company, for Company's attention and handling, the originals of inquiries received by REPS123 from customers outside the Territory.

  l. Term and Termination.

    (i). Term.  This Agreement shall commence on the acceptance of the Free Trial and shall continue throughout the term of payment made by the Company.  This Agreement shall continue until terminated upon at least 30 Days written notice by either party.  This Agreement is recurring and shall continue until one party or the other terminates the Agreement with 30 Days written notice.

    (ii). Destruction of Materials.  All of Company's trademarks, trade names, patents, copyrights, designs, drawings, formulas or other data, photographs, demonstrators, literature, and sales aids shall remain the property of Company.  Within 10 days after the termination of this Agreement, REPS123 shall destroy all such items at REPS123's expense.  Effective upon the termination of this Agreement, REPS123 shall cease to use all trademarks, marks, and trade name of Company.

 

  m. Limitation of Liability.

Upon termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of the termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases, or commitments in connection with the business or goodwill of Company or REPS123.  Company's sole liability under the terms of this Agreement shall be for any unpaid commissions.

 

  n. Confidentiality.

REPS123 acknowledges that by reason of its relationship to Company hereunder it will have access to certain information and materials concerning Company's business plans, customers, technology, and products that is confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties.  REPS123 agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by Company.  REPS123 shall not publish any technical description of the Products beyond the description published by Company.  In the event of termination of this Agreement, there shall be no use or disclosure by REPS123 of any confidential information of Company, and REPS123 shall not manufacture or have manufactured any devices, components, or assemblies utilizing Company's patents, inventions, copyrights, know-how or trade secrets.

 

  o. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

 

  p. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  The most up to date Terms of Service can be found on our website www.reps123.com/terms.html  REPS123 reserves the right to change, adjust, or modify these terms as necessary.

 

  q. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of Pennsylvania and in the Centre County and any dispute under this Agreement must be brought in this venue and no other.

 

  r. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

 

  s. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

 

By submitting by clicking on the SUBMIT button on any REPS123 link for the Free Trial, Company is agreeing on that date to be bound these and any future or modified Terms relating to this service as executed under our “Terms.”

 

33. VIOLATIONS

Please report any violations of the TOS to our Customer Care group at info@reps123.com.

Last updated 1 January 2016

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