Terms & Conditions

Please carefully review these Terms of Service ("Terms") before accessing or using the Reployer Platform website located at https://www.reployer.co (the “Platform”) operated by Reployer, Inc. (“Platform”, "Reployer", "we", "us", or "our"). By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. The terms "you" and "your" refer to you as a user of the Platform and its services. We reserve the right to update these Terms, and any changes will be posted on our website ("Site") at the following location: https://www.reployer.co/legal/terms .

These Terms govern

• the use of this Platform, and,
• any other related Agreement or legal relationship with the Owner

in a legally binding way. Capitalized words are defined in the relevant dedicated section of this document.

The User must read this document carefully.

Nothing in these Terms creates any relationship of employment, agency, or partnership between the involved parties.

This Platform is provided by:

Reployer, Inc.
A Delaware registered company, with its registered office at
651 N Broad St, Suite 201, in the city of Middletown, zip code 19709, county of New Castle, state of Delaware, United States.

Owner contact email: [email protected]

Information

Reployer provides a platform that enables businesses to efficiently manage relationships with local and international independent contractors. When you register on our Platform, you can choose to create either a "Contractor" or "Client" account, granting you access to different services based on your account designation. Please note that certain services may be subject to fees as outlined on the Platform.

Client and Contractor Management Services

Reployer offers comprehensive Client and Contractor Management Services to streamline the working relationship between clients and contractors.

Clients can leverage our platform to seamlessly onboard contractors into their accounts payable systems, ensuring smooth vendor integration. We provide guidance on compliance with tax and labor regulations, assisting clients in executing agreements and generating statements of work. Additionally, our platform simplifies the payment process, making it easy for clients to remit payments to contractors.

Contractors benefit from our platform by easily connecting with their clients. They can securely document contract terms, store payment and bank account preferences, and manage payment flows efficiently through a unified platform. Our Contractor Management Services provide a convenient and centralized solution for contractors to streamline their working arrangements.

How it works:

• Registration is free of charge on the Reployer platform.
• As part of our services, Reployer collects compliance information from contractors on behalf of clients, ensuring regulatory requirements are met.
• Clients are responsible for paying fees for the services provided by Reployer. These fees may be in the form of a monthly fee, fixed fee, or per active contract fee. In addition, clients are also charged a percentage fee based on the volume of payments made to contractors, as outlined on the Reployer platform.
• To facilitate contract management, Reployer offers a contract generation tool that allows users to document key details such as timelines, deliverables, fees, and acceptance criteria. Both clients and contractors are required to agree that the acceptance criteria have been met before proceeding.
• Clients make payments to contractors through the Reployer platform, utilizing supported payment methods for convenience and security. Reployer handles the payouts to contractors, ensuring that they receive the funds owed to them. Contractors will receive their owed funds after each payout until the contract is terminated, either by the client or the contractor.
• In the case of milestone contracts, the contract will continue until it is terminated as specified in the agreement.

Consultant Services

In addition to contractor and client management services, clients also have the option to utilize specialized consultants provided by Reployer, Reployer EOR Partners, or other third-party partners ("Consultants"). These Consultants offer specific human resource and related services to clients ("Consultant Services").

The availability of Consultant Services is subject to the execution of a separate agreement between the client and Reployer or the relevant Reployer EOR Partner, as outlined on the Reployer platform ("Consultant Services Agreement"). In case of any conflict between the Consultant Services Agreement and these Terms, the provisions of the Consultant Services Agreement will take precedence.

"This Platform" refers to

• this website, including its subdomains and any other website through which the Owner makes its Service available;
• applications for mobile, tablet and other smart device systems;
• the Platform Program Interfaces (API);
• the Service;
• any applications, sample and content files, source code, scripts, instruction sets or software included as part of the Service, as well as any related documentation;

What the User should know at a glance

• Please note that some provisions in these Terms may only apply to certain categories of Users. In particular, certain provisions may only apply to Consumers or to those Users that do not qualify as Consumers. Such limitations are always explicitly mentioned within each affected clause. In the absence of any such mention, clauses apply to all Users.
• Usage of this Platform and the Service is age restricted: to access and use this Platform and its Service the User must be an adult under applicable law.
• This Platform uses automatic renewal for Product subscriptions. Information about the a) renewal period, b) termination details and c) termination notice can be found in the relevant section of these Terms.
• Important: Consumers based in Germany have different rules applying to them as described in the relevant section of these Terms.

TERMS OF USE

Unless otherwise specified, the terms of use detailed in this section apply generally when using this Platform.

Single or additional conditions of use or access may apply in specific scenarios and in such cases are additionally indicated within this document.

By using this Platform, Users confirm to meet the following requirements:

• There are no restrictions for Users in terms of being Consumers or Business Users;
• Users must be recognized as adult by applicable law;
• Users aren’t located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist-supporting” country;
• Users aren’t listed on any U.S. Government list of prohibited or restricted parties;

Account registration

To use the Service Users must register or create a User account, providing all required data or information in a complete and truthful manner.
Failure to do so will cause unavailability of the Service.

Users are responsible for keeping their login credentials confidential and safe. For this reason, Users are also required to choose passwords that meet the highest standards of strength permitted by this Platform.

By registering, Users agree to be fully responsible for all activities that occur under their username and password.
Users are required to immediately and unambiguously inform the Owner via the contact details indicated in this document, if they think their personal information, including but not limited to User accounts, access credentials or personal data, have been violated, unduly disclosed or stolen.

Conditions for account registration

Registration of User accounts on this Platform is subject to the conditions outlined below. By registering, Users agree to meet such conditions.

• Accounts registered by bots or any other automated methods are not permitted.
• Unless otherwise specified, each User must register only one account.
• Unless explicitly permitted, a User account may not be shared with other persons.

Account termination

Users can terminate their account and stop using the Service at any time by doing the following:

• By directly contacting the Owner at the contact details provided in this document.

However, termination of the account will not be possible until the subscription period paid for by the User has expired.

Account suspension and deletion

The Owner reserves the right to suspend or terminate the User's account at any time and without notice, at the Owner's sole discretion, in these cases:

• User has violated these Terms; and/or
• User's access or use of this Platform may cause injury to the Owner, other Users or third parties; and/or
• the use of this Platform by the User may cause violation of law or regulations; and/or
• in case of an investigation by legal action or governmental involvement; and/or
• the account or its use is deemed to be, at the Owner’s sole discretion inappropriate or offensive or in violation of these Terms.

The suspension or deletion of User accounts shall not entitle Users to any claims for compensation, damages or reimbursement.
The suspension or deletion of accounts due to causes attributable to the User does not exempt the User from paying any applicable fees or prices.

Content on this Platform

Unless where otherwise specified or clearly recognizable, all content available on this Platform is owned or provided by the Owner or its licensors.

The Owner undertakes its utmost effort to ensure that the content provided on this Platform infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result.
In such cases, without prejudice to any legal prerogatives of Users to enforce their rights, Users are kindly asked to preferably report related complaints using the contact details provided in this document.

Rights regarding content on this Platform - All rights reserved

The Owner holds and reserves all intellectual property rights for any such content.

Users may not therefore use such content in any way that is not necessary or implicit in the proper use of the Service.

In particular, but without limitation, Users may not copy, download, share (beyond the limits set forth below), modify, translate, transform, publish, transmit, sell, sublicense, edit, transfer/assign to third parties or create derivative works from the content available on this Platform, nor allow any third party to do so through the User or their device, even without the User's knowledge.

Where explicitly stated on this Platform, the User may download, copy and/or share some content available through this Platform for its sole personal and non-commercial use and provided that the copyright attributions and all the other attributions requested by the Owner are correctly implemented.

Any applicable statutory limitation or exception to copyright shall stay unaffected.

Content provided by Users

The Owner allows Users to upload, share or provide their own content to this Platform.

By providing content to this Platform, Users confirm that they are legally allowed to do so and that they are not infringing any statutory provisions and/or third-party rights.

Further insights regarding acceptable content can be found inside the section of these Terms which detail the acceptable uses.

Rights regarding content provided by Users

Users acknowledge and accept that by providing their own content on this Platform they grant the Owner a non-exclusive, fully paid-up and royalty-free license to process such content solely for the operation and maintenance of this Platform as contractually required.

To the extent permitted by applicable law, Users waive any moral rights in connection with content they provide to this Platform.

Users acknowledge, accept and confirm that all content they provide through this Platform is provided subject to the same general conditions set forth for content on this Platform.

Users are solely liable for any content they upload, post, share, or provide through this Platform.

Users acknowledge and accept that the Owner filters or moderates such content after it has been made available.

Therefore, the Owner reserves the right to refuse, remove, delete, or block such content at its own discretion and to deny access to this Platform to the uploading User without prior notice, if it considers such content to infringe these Terms, any applicable legal provision or third-party right, or to otherwise represent a risk for Users, third parties, the Owner and/or the availability of the Service.

The removal, deletion or blocking of content shall not entitle Users that have provided such content or that are liable for it, to any claims for compensation, damages or reimbursement.

Users agree to hold the Owner harmless from and against any claim asserted and/or damage suffered due to content they provided to or provided through this Platform.

Access to provided content

Content that Users provide to this Platform is made available according to the criteria outlined within this section.

Private content

Private content provided by Users shall stay private and will not be shared with any third parties or accessed by the Owner without the User’s explicit consent.

Content for determined audiences

Content meant to be made available to specific audiences may only be shared with such third parties as determined by Users.

Any personal data, identifier or any other information Users upload in connection with such content (such as a User-ID, avatar or nickname etc.) shall also appear in connection with the content.

Users may (and are encouraged to) check on this Platform to find details of who can access the content they provide.

Access to external resources

Through this Platform Users may have access to external resources provided by third parties. Users acknowledge and accept that the Owner has no control over such resources and is therefore not responsible for their content and availability.

Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions or, in the absence of those, applicable statutory law.

How to file a takedown notice (called a “DMCA notice”)

If copyright holders or their agents believe that any content on this Platform infringes upon their copyrights, they may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing the Owner’s Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the holder of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the Owner to locate the material;
• Information reasonably sufficient to permit the Owner to contact the notifying party, such as an address, telephone number, and, if available, an electronic mail;
• A statement that the notifying party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the notifying party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Failure to comply with all of the requirements outlined above may result in invalidity of the DMCA notice.

Copyright infringement notifications may be addressed to the Owner’s Copyright Agent at the contact details specified in this document.

Acceptable use

This Platform and the Service may only be used within the scope of what they are provided for, under these Terms and applicable law.

Users are solely responsible for making sure that their use of this Platform and/or the Service violates no applicable law, regulations or third-party rights.

Therefore, the Owner reserves the right to take any appropriate measure to protect its legitimate interests including by denying Users access to this Platform or the Service, terminating contracts, reporting any misconduct performed through this Platform or the Service to the competent authorities – such as judicial or administrative authorities - whenever Users engage or are suspected to engage in any of the following activities:

• violate laws, regulations and/or these Terms;
• infringe any third-party rights;
• considerably impair the Owner’s legitimate interests;
• offend the Owner or any third party.

“Tell-a-friend”

This Platform gives Users the opportunity to receive advantages if, as a result of their recommendation, any new User purchases a Product offered on this Platform.
In order to take advantage of this offer, Users may invite others to purchase the Products on this Platform by sending them a tell-a-friend code provided by the Owner. Such codes can only be redeemed once.
If upon purchase of the Products on this Platform any of the persons invited redeems a tell-a-friend code, the inviting User shall receive the advantage or benefit (such as: a price reduction, an additional service feature, an upgrade etc.) specified on this Platform.
Tell-a-friend codes may be limited to specific Products among those offered on this Platform.

The Owner reserves the right to end the offer at any time at its own discretion.

While no general limitation applies to the number of persons that can be invited, the amount of advantage or benefit that each inviting User can receive, may be limited.

Software license

Any intellectual or industrial property rights, and any other exclusive rights on software or technical applications embedded in or related to this Platform are held by the Owner and/or its licensors.

Subject to Users’ compliance with and notwithstanding any divergent provision of these Terms, the Owner merely grants Users a revocable, non-exclusive, non-sublicensable and non-transferable license to use the software and/or any other technical means embedded in the Service within the scope and for the purposes of this Platform and the Service offered.

This license does not grant Users any rights to access, usage or disclosure of the original source code. All techniques, algorithms, and procedures contained in the software and any documentation thereto related is the Owner’s or its licensors’ sole property.

All rights and license grants to Users shall immediately terminate upon any termination or expiration of the Agreement.

The software licensed to Users shall be valid and functional for the entire duration of the subscription, subject to the conditions of the Agreement including, without limitation, any possible required updates. It is understood that the possible occurrence of errors and occasional technical faults is inherent to the nature of software. To the extent required under applicable law and/or the Agreement, the Owner commits to correcting and resolving possible defects and/or faults impairing the software’s functionality during the validity period, unless these result from any improper or irregular use of the software, including (without limitation) the User’s failure to implement any required updates.

API usage terms

Users may access their data relating to this Platform via the Platform Program Interface (API). Any use of the API, including use of the API through a third-party product/service that accesses this Platform, is bound by these Terms and, in addition, by the following specific terms:

• the User expressly understands and agrees that the Owner bears no responsibility and shall not be held liable for any damages or losses resulting from the User’s use of the API or their use of any third-party products/services that access data through the API.

TERMS AND CONDITIONS OF SALE

Paid Products

Some of the Products provided on this Platform, as part of the Service, are provided on the basis of payment.

The fees, duration and conditions applicable to the purchase of such Products are described below and in the dedicated sections of this Platform.

To purchase Products, the User must register or log into this Platform.

Product description

Prices, descriptions or availability of Products are outlined in the respective sections of this Platform and are subject to change without notice.

While Products on this Platform are presented with the greatest accuracy technically possible, representation on this Platform through any means (including, as the case may be, graphic material, images, colors, sounds) is for reference only and implies no warranty as to the characteristics of the purchased Product.

The characteristics of the chosen Product will be outlined during the purchasing process.

Purchasing process

Any steps taken from choosing a Product to order submission form part of the purchasing process. The purchasing process includes these steps:

• By clicking on the checkout button, Users open the Stripe checkout section, wherein they will have to specify their contact details and a payment method of their choice.
• After providing all the required information, Users must carefully review the order and, subsequently, confirm and submit it by using the relevant button or mechanism on this Platform, hereby accepting these Terms and committing to pay the agreed-upon price.

Order submission

When the User submits an order, the following applies:

• The submission of an order determines contract conclusion and therefore creates for the User the obligation to pay the price, taxes and possible further fees and expenses, as specified on the order page.
• In case the purchased Product requires an action from the User, such as the provision of personal information or data, specifications or special wishes, the order submission creates an obligation for the User to cooperate accordingly.
• Upon submission of the order, Users will receive a receipt confirming that the order has been received.

All notifications related to the described purchasing process shall be sent to the email address provided by the User for such purposes.

Prices

Users are informed during the purchasing process and before order submission, about any fees, taxes and costs (including, if any, delivery costs) that they will be charged.

Prices on this Platform are displayed:

• either exclusive or inclusive of any applicable fees, taxes and costs, depending on the section the User is browsing.

Offers and discounts

The Owner may offer discounts or provide special offers for the purchase of Products. Any such offer or discount shall always be subject to the eligibility criteria and the terms and conditions set out in the corresponding section of this Platform.

Offers and discounts are always granted at the Owner’s sole discretion.

Repeated or recurring offers or discounts create no claim/title or right that Users may enforce in the future.

Depending on the case, discounts or offers shall be valid for a limited time only or while stocks last. If an offer or discount is limited by time, the time indications refer to the time zone of the Owner, as indicated in the Owner’s location details in this document, unless otherwise specified.

Coupons

Offers or discounts can be based on Coupons.

If breach of the conditions applicable to Coupons occurs, the Owner can legitimately refuse to fulfill its contractual obligations and expressly reserves the right to take appropriate legal action to protect its rights and interests.

Notwithstanding the provisions below, any additional or diverging rules applicable to using the Coupon displayed in the corresponding information page or on the Coupon itself shall always prevail.

Unless otherwise stated, these rules apply to the use of Coupons:

• Each Coupon is only valid when used in the manner and within the timeframe specified on the website and/or the Coupon;
• A Coupon may only be applied, in its entirety, at the actual time of purchase – partial use is not permitted;
• Unless otherwise stated, single-use Coupons may only be used once per purchase and therefore may only be applied a single time even in cases involving installment-based purchases;
• A Coupon cannot be applied cumulatively;
• The Coupon must be redeemed exclusively within the time specified in the offer. After this period, the Coupon will automatically expire, precluding any possibility for the User to claim the relevant rights, including cash-out;
• The User is not entitled to any credit/refund/compensation if there is a difference between the value of the Coupon and the redeemed value;
• The Coupon is intended solely for non–commercial use. Any reproduction, counterfeiting and commercial trade of the Coupon is strictly forbidden, along with any illegal activity related to the purchase and/or use of the Coupon.

Methods of payment

Information related to accepted payment methods are made available during the purchasing process.

Some payment methods may only be available subject to additional conditions or fees. In such cases related information can be found in the dedicated section of this Platform.

All payments are independently processed through third-party services. Therefore, this Platform does not collect any payment information – such as credit card details – but only receives a notification once the payment has been successfully completed.

If a payment through the available methods fails or is refused by the payment service provider, the Owner shall be under no obligation to fulfill the purchase order. If a payment fails or is refused, the Owner reserves the right to claim any related expenses or damages from the User.

Retention of Product ownership

Until payment of the total purchase price is received by the Owner, any Products ordered shall not become the User’s property.

Retention of usage rights

Users do not acquire any rights to use the purchased Product until the total purchase price is received by the Owner.

Contractual right of cancellation

The Owner grants Users a contractual right to cancel the purchase under the terms and conditions described in the relevant section of this Platform within 30 days of concluding the contract.

Delivery

Delivery of digital content

Unless otherwise stated, digital content purchased on this Platform is delivered via download on the device(s) chosen by Users.

Users acknowledge and accept that in order to download and/or use the Product, the intended device(s) and its respective software (including operating systems) must be legal, commonly used, up-to-date, and consistent with current market-standards.

Users acknowledge and accept that the ability to download the purchased Product may be limited in time and space.

Performance of services

The purchased service shall be performed or made available within the timeframe specified on this Platform or as communicated before the order submission.

Contract duration

Trial period

Users have the option to test this Platform or selected Products during a limited and non-renewable trial period, at no cost. Some features or functions of this Platform may not be available to Users during the trial period.
Further conditions applicable to the trial period, including its duration, will be specified on this Platform.

The trial period shall end automatically and shall not convert into any paid Product unless the User actively purchases such paid Product.

Subscriptions

Subscriptions allow Users to receive a Product continuously or regularly over time. Details regarding the type of subscription and termination are outlined below.

Open-ended subscriptions

Paid subscriptions begin on the day the payment is received by the Owner.

In order to maintain subscriptions, Users must pay the required recurring fee in a timely manner. Failure to do so may cause service interruptions.

Fixed-term subscriptions

Paid fixed-term subscriptions start on the day the payment is received by the Owner and last for the subscription period chosen by the User or otherwise specified during the purchasing process.

Once the subscription period expires, the Product shall no longer be accessible.

Automatic renewal of fixed-term subscriptions

Subscriptions are automatically renewed through the payment method that the User chose during purchase.

The renewed subscription will last for a period equal to the original term.

The User shall receive a reminder of the upcoming renewal with reasonable advance, outlining the procedure to be followed in order to cancel the automatic renewal.

Termination

Subscriptions may be terminated by sending a clear and unambiguous termination notice to the Owner using the contact details provided in this document, or — if applicable — by using the corresponding controls inside this Platform.

If the notice of termination is received by the Owner before the subscription renews, the termination shall take effect as soon as the current period is completed.

Exception for Consumers based in Germany

However, regardless of the above, if the User is based in Germany and qualifies as a Consumer, the following applies:

At the end of the initial term, subscriptions are automatically extended for an unlimited period, unless the User terminates before the end of such term.

The fee due upon extension will be charged on the payment method that the User chose during purchase.

After extension, the subscription will last for an indefinite period and may be terminated monthly.

The User shall receive a reminder of the upcoming unlimited extension with reasonable advance, outlining the procedure to be followed in order to prevent the extension or terminate the subscription thereafter.

Termination

Extended subscriptions may be terminated at any time by sending a clear and unambiguous termination notice to the Owner using the contact details provided in this document, or — if applicable — by using the corresponding controls inside this Platform.

If the notice of termination is received by the Owner by the end of the current month, the subscription shall expire at the end of such month.

Termination of open-ended subscriptions

Open-ended subscriptions may be terminated at any time by sending a clear and unambiguous termination notice to the Owner using the contact details provided in this document, or — if applicable — by using the corresponding controls inside this Platform.

Terminations shall take effect 30 days after the notice of termination has been received by the Owner.

Use Restrictions

You may not use the Platform and/or Services for any illegal, fraudulent, or unauthorized purposes. You may not use the Services to violate intellectual property laws or any other laws applicable in your jurisdiction. The Services are intended for bona fide internal business purposes only, and not for personal, household, family, consumer, or non-commercial purposes. You may not use the Services to solicit or provide services for the benefit of individuals, organizations, or countries that are blocked or sanctioned by the United States, unaffiliated third parties, or any other services not for the benefit of a User.

Furthermore, you may not:

• Use the Platform and/or Services to solicit or provide services involving Prohibited User Activities as listed in the Prohibited Activity List.
• Engage in any Prohibited Uses as listed in the Prohibited Activities List.

If Reployer suspects or determines that you are using the Services in connection with any Prohibited User Activities or Prohibited Uses, Reployer reserves the right to disable your Account, freeze any funds in your Account, and report your activity to our financial services providers and regulatory authorities. We will provide you with notice of such actions promptly, to the extent permitted by applicable law.

Prohibited Activity List

Prohibited User Activities:

• Pornography, prostitution, escorting, or other adult or obscene services or activities.
• Online gambling, lotteries, internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services.
• Illegal prescription drug sales, illegal tobacco or e-cigarette sales, substances designed to mimic illegal drugs, and any other illegal substances.
• Drug paraphernalia.
• Online or other non-face-to-face pharmacies or pharmacy referral services, or pseudo pharmaceuticals.
• Marijuana dispensaries.
• Any product or service that infringes upon the copyright, trademark, or trade secrets of any third party.
• Age-restricted products or services.
• Bail bond services.
• Bidding fee auction services.
• Check cashing, money transmission, and currency exchange services, the sale of video game or virtual world credit or other virtual currency that can be monetized, resold or converted to physical or digital goods or services or otherwise exit the virtual world, and any other services involving the sale of financial instruments.
• Esoteric services (e.g., astrology, psychic reading, etc.).
• Extended warranty services.
• Weapons and munitions.
• Terroristic or other illegal organizations.
• Multi-level marketing, pyramid schemes, any other deceptive marketing services.
• Undefined or poorly described products or services.
• The sale of social media activity (e.g., Twitter followers, Facebook likes, or YouTube views).
• Spyware, malware, virus, back-door, drop-dead device, or other program installation services.
• Unfair, predatory, or deceptive products and services.
• Activities or services that promote or glorify hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity.
• Activities or services that are racially or ethnically insensitive, defamatory, harassing, or threatening.
• Any other activity that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any applicable law or regulation, or is otherwise inappropriate or offensive.

Prohibited Uses:

• Duplicate, decompile, reverse engineer, disassemble, or decode the Services (including any underlying idea or algorithm) or attempt to do any of the same.
• Access or use the Services in any manner that could disable, overburden, damage, disrupt, or impair the Services or interfere with any other party's access to or use of the Services or use any device, software, or routine that causes the same.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services.
• Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services.
• Use any robot, spider, crawlers, or other automatic device, process, software, or queries that intercepts, "mines," scrapes, or otherwise accesses the Services to monitor, extract, copy, or collect information or data from or through the Services, or engage in any manual process to do the same.
• Introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful.
• Use the Services for illegal, harassing, unethical, or disruptive purposes.
• Violate any applicable law or regulation in connection with your access to or use of the Services.
• Use or access another user's account or password without permission.
• Access or use the Services in any way not expressly permitted by these

Data Protection

You acknowledge and agree that Reployer may collect and process your Personal Data in connection with your use of the Services. Reployer will process such Personal Data in accordance with Reployer's Data Processing Addendum (DPA), which is an integral part of the Terms of Service. The DPA outlines how Reployer handles and protects your Personal Data. You can access the DPA through the provided link.

Fees & payments

When you issue a payment to a Contractor or an employer of record on the platform, the payment plan amount will be charged as an additional sum. A separate invoice will be generated and can be found in the billing section.

If you choose to pay for your Payment Plan using a debit card, wire transfer, or credit card ("Card"), the following terms will apply:

• Foreign Transaction Fees. You acknowledge that your Card's issuing bank may charge a foreign transaction fee or other charges for certain transactions.
• Declined Payment. In the event that a payment is declined due to the Card's expiration, insufficient funds, or any other reason, the Client will remain responsible for any outstanding amounts owed to Reployer. Reployer, at its sole discretion, may:
  1. attempt to charge the updated Card details provided by the Client (if applicable), or
  2. terminate this Agreement.
• If you have auto payments enabled on Reployer, your payment plan will be automatically charged in addition to the payments you issue as a Client.

Reployer may modify your Payment Plan fees at its sole discretion, with at least 30 days advance notice before the end of your next billing cycle. The changes to Payment Plans will take effect at the end of the subsequent billing cycle after you receive notice of the change. If you do not agree to the fee change, you must terminate your Payment Plan at least 5 days prior to the end of your next billing cycle by sending a termination notice to Reployer at [email protected]. By continuing to use the Services after the Payment Plan change becomes effective, you are consenting to the new Payment Plan terms.

The Payment Plan fees stated are exclusive of any applicable sales tax, value-added taxes, use or withholding tax, or other governmental assessments ("Taxes") in your jurisdiction. You are responsible for paying all Taxes associated with your Payment Plan, except for those taxes based on Reployer's net income. In the event that any payment for the Services is subject to withholding tax by any government, you will reimburse Reployer for such withholding tax.

Reployer may, at its sole discretion, offer a Payment Plan with a free trial for a limited period ("Free Trial"). To participate in a Free Trial, you must select a Payment Plan and provide a valid payment method. However, your payment method will not be charged unless you continue using the Services after the Free Trial period ends. If you are on a Free Trial, you have the option to cancel at any time until the last day of your Free Trial by sending an email to [email protected]. If you or Reployer cancel your Free Trial, you acknowledge and agree that all Contracts, Forms, Content, and other data associated with your Account during the Free Trial may be deleted. If you do not cancel your Free Trial, it will automatically convert to a paid Payment Plan at the end of the trial period, and you authorize Reployer to charge the payment method provided in accordance with your Payment Plan. To cancel your Payment Plan after your Free Trial has ended and your Payment Plan has begun, you must notify Reployer by sending a termination notice at least 5 days prior to the end of your next billing cycle.

Reployer reserves the right to:

1. modify the terms of any Free Trial offer,
2. withdraw any Free Trial offer, or
3. cancel any Free Trial Payment Plan at any time, without notice.

Once a billing cycle has commenced under your Payment Plan, your payment obligations may not be canceled, and you will not receive a partial refund if you stop using the Services and terminate your Payment Plan before the end of a billing cycle. All fees paid to Reployer are non-refundable, and there are no credits for partially used Payment Plan periods. Reployer may consider certain refund requests on a case-by-case basis at its sole discretion.

Payment Methods

With the exception of Reployer's role as a limited payment agent for Contractors as outlined in Section 10.4, Reployer does not and will not provide banking, deposit taking, stored value, escrow, insurance, or any other financial services to Users. To enable payments through the Service, Reployer collaborates with various Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. Please refer to our Payments Page for more information on the supported third-party payment methods available in your location. It is important to note that certain payment methods may not be available to you based on your location, and we cannot guarantee the availability of any specific payment method for use with the Services, even in locations where it may typically be accepted. Depending on the chosen payment method, Users may need to enter into a separate agreement with the respective Payment Service Provider ("Payment Service Provider Agreement"). Your use of any payment method is subject to the terms and conditions set forth by the applicable Payment Service Provider, and any losses incurred in connection with the use of third-party payment services are not the responsibility of Reployer. Reployer is not a party to your Payment Service Provider Agreement and will not intervene in any disputes arising from payments made or received using any third-party payment method. Additionally, Reployer supports Client payments through Automated Clearing House ("ACH") transfers, which will be subject to the rules of the National Automated Clearing House Association ("NACHA") Operating Rules, as well as wire transfers. Users are solely responsible for any fees related to insufficient funds, overdrafts, wire transfers, or other bank charges incurred in connection with ACH payments, Payment Service Provider transaction fees, taxes, and any other fees or charges associated with third-party payment methods. Reployer does not impose any fees on Contractors for payments processed through the Platform, regardless of the payment method used. However, Reployer is not responsible for any transaction fees, foreign exchange fees, or other fees imposed separately on Contractors by Payment Service Providers or their own financial institutions.

Compliance

In order to prevent money laundering, terrorist financing, fraud, unauthorized transactions, or as required by applicable law, Reployer and Payment Service Providers will collect, store, and analyze User payment information. For detailed information on how we utilize your payment information, please refer to our Privacy Policy available here. Payment Service Providers may also collect the necessary payment information for processing User payments. Except for payment amount and payment status details stored in your dashboard, Reployer does not have access to the payment information provided to Payment Service Providers, and such information will be subject to the privacy policy of each respective Payment Service Provider.

By using any payment method and providing payment information to Reployer or any Payment Service Provider, you represent and warrant that you are the owner or authorized representative of the owner of the bank account or payment method account used to send or receive payments, and that you have legal authorization to perform payment transactions using such accounts.

All payment services, including withdrawal services, will be provided by Reployer's Payment Service Provider.

Payment Service Providers

If you make or receive payments using a Payment Service Provider, you acknowledge and agree to comply with the terms of service or other agreement between you and the Payment Service Provider. We cannot be held liable for any losses or damages, whether direct or indirect, financial or non-financial, arising from the actions or omissions of any Payment Service Provider, and we explicitly disclaim any responsibility in this regard. Any fees associated with using a Payment Service Provider to make or receive payments will be your responsibility. Any fees imposed by a Payment Service Provider are in addition to any fees payable to Reployer.

Management Services

The following terms pertain to any Management Services provided herein:

Contracts

Contract Dashboard

Users have the ability to utilize the Platform for creating and managing Contracts. Each Contract will be assigned a unique Contract ID. Users can conveniently organize Contracts on the Reployer dashboard based on factors such as Contract type, execution status, Client, Contractor, and ID.

Contract Execution

Users can utilize Reployer's secure e-sign functionality to execute agreements. Contracts that are executed on Reployer are legally binding.

Pre-Existing Agreements

Users can also utilize the Reployer dashboard to upload and manage agreements that were created and executed by Clients and Contractors outside the Platform. Users have the ability to extract parameterized terms from pre-existing agreements, such as payment amount, type, and due date, and make amendments to these agreements by inserting new terms, all within the same interface.

Contract Management

Users can securely store and manage multiple Contracts within their Accounts, organizing them by type, counterparty, and completion status. Users have the ability to control access to Contracts and Contract information, limiting it to specific individuals, companies, or groups. Each Contract can be tracked based on the Client's approval status and payment status. Users are also empowered to make modifications or terminate Contracts through the Platform.

Prohibited Contract Terms

In the event that we determine a Contract's content violates these Terms or the Prohibited Activity List, we reserve the right to remove the Contract from your Dashboard without prior notice. Additionally, we may suspend or close your Account. If permissible under applicable law, we will promptly notify you of such actions. Please note that Contracts removed from your Account cannot be edited or restored.

Reversals and Disputes

Clients are advised against initiating payments until Contractors have fulfilled the acceptance criteria or other requirements specified in a Contract. With the exception of complying with the obligations outlined in Section 9.3, Reployer does not possess the capability to reverse payments or withhold funds from Contractors, nor can we compel Payment Service Providers to do so once funds have been received by Reployer or the respective Payment Service Provider. If a Client is dissatisfied with the service provided by a Contractor or makes a payment in error, it is the Client's responsibility to directly initiate a refund, reversal, or payment dispute process with the Contractor or the relevant Payment Service Provider. Reployer does not mediate payment or Contract disputes between Users, regardless of the payment method or Contract status. Users are solely responsible for resolving disputes. Refunds and reversals of payments made through a Payment Service Provider are subject to the terms and conditions specified in your Payment Service Provider agreement.

User-Initiated Contract Cancellation

If a Client has outstanding payments to a Contractor upon completion of work or is dissatisfied with the service provided, either the Client or the Contractor may initiate the cancellation of the Contract through the Reployer dashboard. The cancellation of a Contract via the Reployer dashboard does not impact the validity or interpretation of the Contract terms, or the resolution of any disputes related to the Contract. The Reployer platform records the party initiating the cancellation, along with the date and time of the cancellation. Once a Contract is deleted, it immediately becomes inaccessible to other Users, and we subsequently erase the Contract and all associated Content permanently from our servers. Users are prohibited from initiating or requesting payment for services associated with a cancelled Contract or modifying the status of a Contract after its cancellation.

Contract Cancellation by Reployer

Reployer reserves the right to cancel a Contract in the event of suspicious Account activity or compromise, fraud, harassment, threats, unfair, deceptive, or abusive acts or practices, illegal acts, at the direction of a regulatory authority, or for any other violation of these Terms of Service. Reployer may also cancel a Contract if a User is no longer in good standing as a Reployer Accountholder. If you believe that a Contract or another User is in violation of these Terms, please contact us for further assistance.

Appointment of Reployer as Payment Agent

Contractors hereby appoint Reployer as their authorized payment collection agent ("Payment Agent") solely for the purpose of facilitating the receipt of payments (via its Payment Services Provider, if applicable) from Clients for Services provided in connection with Contracts.

Contractors acknowledge and agree that payment received from Clients by Reployer will be treated as if it was made directly to Contractors, irrespective of whether Reployer remits or fails to remit the payment to Contractors. Contractors also authorize Reployer, acting as Payment Agent, to:

• Hold, disburse, and retain payments on behalf of Contractors in accordance with these Terms of Service or instruct its Payment Service Providers to do so.
• Issue refunds to Clients at the request of Contractors.
• Manage Client credit and debit card chargebacks on behalf of Contractors.

By accepting the appointment as Payment Agent, Reployer assumes no liability whatsoever for any acts or omissions of Contractors related to Contracts, Forms, or these Terms of Service, nor for Contractors' failure to provide the Services in accordance with Contracts, or for Clients' failure to make payments owed to Contractors. Contractors understand that Reployer's obligation to pay Contractors is subject to and contingent upon Reployer's actual receipt of payment from Clients. Contractors further authorize Reployer to delegate its Payment Agent obligations under these Terms of Service to certain affiliated entities ("Affiliates"), both within and outside the United States. However, Reployer will remain liable for fulfilling its obligations under these Terms of Service through such Affiliates.

Payments to Contractors

Clients have the option to make payments to Contractors in any of Reployer's supported currencies. By default, the Client will be charged in the currency specified on the relevant Contract. If the Client chooses to pay in a different currency, the exchange rate will be determined using forward foreign exchange rates available to Reployer, and the maturity of the forward will be selected based on the payment date of the corresponding Contract with the Contractor. Regardless, the actual payment amount, in the chosen payment currency, will be clearly disclosed to the Client before completing the payment.

Contractors have the flexibility to select their preferred currency for receiving payments from Reployer. Payment Service Provider retail fees and rates will be passed through to the Contractor in accordance with the terms and conditions of the Payment Service Provider.

Ownership of Deliverables

Unless otherwise specified in a Contract or statement of work between the Contractor and Client, the Contractor agrees to grant all copyrights and other intellectual property rights to the work and deliverables provided to Clients as part of Contracts ("Deliverables"). The Contractor also waives any moral rights associated with the Deliverables. The Deliverables will be considered as work-for-hire under the U.S. Copyright Act. In cases where the Deliverables do not meet the requirements of work-for-hire or when the U.S. Copyright Act does not apply, the Contractor expressly agrees to assign the copyright of the Deliverables to the Client. However, any transfer or assignment of intellectual property to the Client is contingent upon full payment as stipulated in the relevant Contract terms. The Client is not permitted to use the Deliverables if full payment has not been made or if the Contract is canceled for any reason.

Notwithstanding the above, for custom Deliverables such as artwork, design work, report generation, and similar items, the Deliverables will become the exclusive property of the Client, and the Contractor hereby assigns all rights, title, and interest in the Deliverables to the Client.

Contractors also acknowledge that any confidential information received from the Client, which is not publicly available, must be kept confidential and should not be shared or used for any purpose other than the delivery of the Deliverables or the performance of services for the Client as outlined in the Contract.

Additional Terms of Service

1. Subject to the terms and conditions set forth below and provided that the Client maintains a subscription to a Reployer Premium plan (each, a "Reployer Premium Plan") fully paid and in good standing, Reployer will provide the Client with a "Service Guarantee."
2. The Service Guarantee means that where Reployer incorrectly supplies the Client with a Contractor which, due to Reployer's error, is misclassified as an independent contractor (or its equivalent) under applicable law (a "Misclassification") and the Client suffers Losses during the term of a Relevant Contract as a result of Reployer's actions, then Reployer agrees to compensate the Client for the consequences of its failure to deliver the correct service, subject to the limits set out in Section 11.5 below.
3. For the purposes of this Service Guarantee, "Losses" means:
4. verifiable expenses limited to legal defense costs payable by a Client ("Legal Costs") in connection with the Misclassification of a Contractor contracted using the Reployer Platform (a "Relevant Contract");
5. liabilities, interest and penalties payable by the Client to tax authorities ("Tax Penalties") as a result of the Client being deemed liable by a government or administrative body or a court of competent jurisdiction in respect of the Misclassification of a Relevant Contract; and
6. other costs incurred by the Client ("Other Costs") as a result of the Client being deemed liable by a government or administrative body or a court of competent jurisdiction in respect of the Misclassification of a Relevant Contract, each subject to the maximum amounts set forth below and the other terms and conditions contained herein.
7. Reployer will not be required to compensate the Client for its failure to deliver the correct service where any Losses are incurred following the termination of a Relevant Contract or the cancellation of a Reployer Premium Plan.

Exclusions from the Guarantee

Notwithstanding anything to the contrary in this Service Guarantee, Reployer will not be required to compensate the Client where its Losses arise out of or result from:

1. actions taken by the Client, its Contractors, or actions by any third party that are outside the scope of Reployer's services;
2. the use of any contract other than the latest contract provided or approved in writing by Reployer to the Client in respect of the Contractor (as amended or updated from time to time);
3. the Client's obligation to have a permanent establishment in the country where the Contractor is a permanent resident or where the Contractor is delivering their services;
4. a change in the applicable laws of a jurisdiction if a Client's Questionnaire (defined below) for the specific Contractor giving rise to such Losses is not considered "passed" in accordance with the section titled "Client Questionnaire" below;
5. criminal, fraudulent, negligent, or malicious acts of the Client, any Contractor, or third party;
6. violations of laws applicable to the Client or other employers that are not related to the Misclassification of a Contractor;
7. prior or pending litigation of the Client, or events to which the Client had prior notice that such events could result in litigation against the Client;
8. consequential damages, special damages, interruption of business, opportunity costs, loss of use, or loss associated with unauthorized access to data;
9. a change in applicable law that occurs after the expiration or termination of the Client's Reployer Premium Plan;
10. any Relevant Contract after the expiration of the Term or for which the Client has terminated its Reployer Premium Plan;
11. any Contractor engaged after the expiration of the Client's Reployer Premium Plan; or
12. the misrepresentation of any material fact submitted to Reployer by the Client.

User rights

Right of withdrawal

Unless exceptions apply, the User may be eligible to withdraw from the contract within the period specified below (generally 14 days), for any reason and without justification. Users can learn more about the withdrawal conditions within this section.

The right of withdrawal does not apply on this Platform

Users acknowledge and accept that the right of withdrawal does not apply to contracts concluded over this Platform due to the nature of its offering.

UK User rights

Right to cancel

Unless exceptions apply, Users who are Consumers in the United Kingdom have a legal right of cancellation under UK law and may be eligible to withdraw from contracts made online (distance contracts) within the period specified below (generally 14 days), for any reason and without justification.

Users that do not qualify as Consumers, cannot benefit from the rights described in this section. Users can learn more about the cancellation conditions within this section.

The right to cancel does not apply on this Platform

Users acknowledge and accept that the right to cancel does not apply to contracts concluded over this Platform due to the nature of its offering.

Brazilian User rights

Right of Regret

Unless an applicable exception is stated below, Users who are Consumers in Brazil have a legal right of regret under Brazilian law. This means that the Consumer has the right to withdraw from contracts made online (distance contracts or any contract signed away from business premises) within seven (7) days of the date the contract was entered into or the receipt of the product or service, for any reason and without justification. Users that do not qualify as Consumers, cannot benefit from the rights described in this section. The right of regret may be exercised by the Consumer via contact channels listed at the beginning of this Document and in accordance with the guidelines in this Section.

Exercising the right of regret

To exercise their right of regret, Users must send to the Owner an unequivocal statement of their intention to withdraw from the contract. To this end, Users may use the model withdrawal form available from within the “definitions” section of this document. Users are, however, free to express their intention to withdraw from the contract by making an unequivocal statement in any other suitable way. In order to meet the deadline within which they can exercise such right, Users must send the regret notice before the regret period expires. When does the regret period expire?

• In the event of the purchase of digital content, the regret period expires seven (7) days after the day that the contract is entered into and only if the digital content has not yet been provided and integrated into the Consumer's device.

Effects of regret

Users who correctly withdraw from a contract will be reimbursed by the Owner for all payments made to the Owner, including, if any, those covering the costs of delivery.

However, any additional costs resulting from the choice of a particular delivery method other than the least expensive type of standard delivery offered by the Owner, will not be reimbursed.

Such reimbursement shall be made without undue delay and, in any event, no later than 14 days from the day on which the Owner is informed of the User’s decision to withdraw from the contract or the actual return of the product, whichever occurs later. Unless otherwise agreed with the User, reimbursements will be made using the same means of payment as used to process the initial transaction. In any event, the User shall not incur any costs or fees as a result of such reimbursement.

Guarantees

Conformity to contract for Consumers in the United Kingdom

Users in the United Kingdom qualifying as Consumers have a right to receive goods that are in conformity with the contract.

Legal guarantee of conformity for goods for Consumers in Brazil

The legal guarantee applicable to goods sold by this Platform (both physical and digital) complies with the following terms, according to the Consumer Protection Code:

• non-durable goods shall have a thirty-day (30 day) guarantee; and
• durable goods shall have a ninety-day (90 day) guarantee.

The warranty period starts from the date of goods delivery.

The warranty is not applicable in cases of misuse, natural events or if it has been subjected to any maintenance other than that provided by this Platform.
The warranty may be claimed through the contact channels provided by this Platform. The Owner shall bear the costs of shipping the goods for technical assessment, if necessary.
The Owner, at its own discretion, may also offer a contractual warranty in addition to the legal warranty. The regulations applicable to contractual warranties can be found in the specifications provided by this Platform. If no such information is provided, only the statutory provisions shall apply.

Legal guarantee of conformity for services for Consumers in Brazil

The legal guarantee applicable to services sold by this Platform complies with the following terms, according to the Consumer Protection Code:

• non-durable services shall have a thirty-day (30 day) guarantee; and
• durable services shall have a ninety-day (90 day) guarantee.

The warranty period starts from the end of the performance of services.

The warranty is not applicable in cases of service misuse, natural events or if it has been subjected to any maintenance other than that provided by this Platform.
The warranty may be claimed through the contact channels provided by this Platform. If applicable, the Owner shall bear the costs of shipping any goods for technical assessment. The Owner, at its own discretion, may also offer a contractual warranty in addition to the legal warranty.
The regulations applicable to contractual warranties can be found in the specifications provided by this Platform.
If no such information is provided, only the statutory provisions shall apply.

Liability and indemnification

Unless otherwise explicitly stated or agreed with Users, the Owner’s liability for damages in connection with the execution of the Agreement shall be excluded, limited and/or reduced to the maximum extent permitted by applicable law.

Indemnification

The User agrees to indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners and employees harmless from and against any claim or demand ⁠— including but not limited to lawyer's fees and costs ⁠— made by any third party due to or in relation with any culpable use of or connection to the Service, violation of these Terms, infringement of any third-party rights or statutory provision by the User or its affiliates, officers, directors, agents, co-branders, partners and employees to the extent allowed by applicable law.

Limitation of liability

Unless otherwise explicitly stated and without prejudice to applicable statutory product liability provisions, Users shall have no right to claim damages against the Owner (or any natural or legal person acting on its behalf).

This does not apply to damages to life, health or physical integrity, damages resulting from the breach of an essential contractual obligation such as any obligation strictly necessary to achieve the purpose of the contract, and/or damages resulting from intent or gross negligence, as long as this Platform has been appropriately and correctly used by the User.

Unless damages have been caused by way of intent or gross negligence, or they affect life, health or physical integrity, the Owner shall only be liable to the extent of typical and foreseeable damages at the moment the contract was entered into.

In particular, within the limits stated above, the Owner shall not be liable for:

• any losses that are not the direct consequence of a breach of the Terms by the Owner;
• any loss of business opportunities and any other loss, even indirect, that may be incurred by the User (such as, but not limited to, trading losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, etc.);
• damages or losses resulting from interruptions or malfunctions of this Platform due to acts of force majeure, or unforeseen and unforeseeable events and, in any case, independent of the will and beyond the control of the Owner, such as, but not limited to, failures or disruptions of telephone or electrical lines, the Internet and / or other means of transmission, unavailability of websites, strikes, natural disasters, viruses and cyber attacks, interruptions in the delivery of products, third-party services or applications;
• any damage, prejudice or loss occurring due to viruses or other malware contained in or connected to files available for download from the internet or via this Platform. Users are responsible for implementing sufficient security measures – such as anti-viruses and firewalls to prevent any such infection or attack and for securing backup copies of all data or information exchanged via or uploaded to this Platform.

Notwithstanding the above, the following limitation applies to all Users not qualifying as Consumers:

In any event of liability, the compensation may not exceed the total payments that have been, will be or would be received by the Owner from the User based on the contract over a period of 12 months, or the period of the duration of the Agreement, if shorter.

Australian Users

Limitation of liability

Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy which the User may have under the Competition and Consumer Act 2010 (Cth) or any similar State and Territory legislation and which cannot be excluded, restricted or modified (non-excludable right). To the fullest extent permitted by law, our liability to the User, including liability for a breach of a non-excludable right and liability which is not otherwise excluded under these Terms of Use, is limited, at the Owner’s sole discretion, to the re-performance of the services or the payment of the cost of having the services supplied again.

US Users

Disclaimer of Warranties

This Platform is provided strictly on an “as is” and “as available” basis. Use of the Service is at Users’ own risk. To the maximum extent permitted by applicable law, the Owner expressly disclaims all conditions, representations, and warranties — whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. No advice or information, whether oral or written, obtained by user from owner or through the Service will create any warranty not expressly stated herein.

Without limiting the foregoing, the Owner, its subsidiaries, affiliates, licensors, officers, directors, agents, co-branders, partners, suppliers and employees do not warrant that the content is accurate, reliable or correct; that the Service will meet Users’ requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at users own risk and users shall be solely responsible for any damage to Users’ computer system or mobile device or loss of data that results from such download or Users’ use of the Service.

The Owner does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and the Owner shall not be a party to or in any way monitor any transaction between Users and third-party providers of products or services.

The Service may become inaccessible or it may not function properly with Users’ web browser, mobile device, and/or operating system. The owner cannot be held liable for any perceived or actual damages arising from Service content, operation, or use of this Service.

Federal law, some states, and other jurisdictions, do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to Users. This Agreement gives Users specific legal rights, and Users may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement shall not apply to the extent prohibited by applicable law.

Limitations of liability

To the maximum extent permitted by applicable law, in no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for

• any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service; and
• any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or User account or the information contained therein;
• any errors, mistakes, or inaccuracies of content;
• personal injury or property damage, of any nature whatsoever, resulting from User access to or use of the Service;
• any unauthorized access to or use of the Owner’s secure servers and/or any and all personal information stored therein;
• any interruption or cessation of transmission to or from the Service;
• any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service;
• any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or
• the defamatory, offensive, or illegal conduct of any User or third party. In no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by User to the Owner hereunder in the preceding 12 months, or the period of duration of this agreement between the Owner and User, whichever is shorter.

This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if company has been advised of the possibility of such damage.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to User. The terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.

Indemnification

The User agrees to defend, indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from

• User’s use of and access to the Service, including any data or content transmitted or received by User;
• User’s violation of these terms, including, but not limited to, User’s breach of any of the representations and warranties set forth in these terms;
• User’s violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights;
• User’s violation of any statutory law, rule, or regulation;
• any content that is submitted from User’s account, including third party access with User’s unique username, password or other security measure, if applicable, including, but not limited to, misleading, false, or inaccurate information;
• User’s wilful misconduct; or
• statutory provision by User or its affiliates, officers, directors, agents, co-branders, partners, suppliers and employees to the extent allowed by applicable law.

Common provisions

No Waiver

The Owner’s failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.

Service interruption

To ensure the best possible service level, the Owner reserves the right to interrupt the Service for maintenance, system updates or any other changes, informing the Users appropriately.

Within the limits of law, the Owner may also decide to suspend or discontinue the Service altogether. If the Service is discontinued, the Owner will cooperate with Users to enable them to withdraw Personal Data or information and will respect Users' rights relating to continued product use and/or compensation, as provided for by applicable law.

Additionally, the Service might not be available due to reasons outside the Owner’s reasonable control, such as “force majeure” events( infrastructural breakdowns or blackouts etc.).

Service reselling

Users may not reproduce, duplicate, copy, sell, resell or exploit any portion of this Platform and of its Service without the Owner’s express prior written permission, granted either directly or through a legitimate reselling programme.

Privacy policy

To learn more about the use of their Personal Data, Users may refer to the privacy policy of this Platform.

Intellectual property rights

Without prejudice to any more specific provision of these Terms, any intellectual property rights, such as copyrights, trademark rights, patent rights and design rights related to this Platform are the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties relating to intellectual property.

All trademarks — nominal or figurative — and all other marks, trade names, service marks, word marks, illustrations, images, or logos appearing in connection with this Platform are, and remain, the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties related to intellectual property.

Changes to these Terms

The Owner reserves the right to amend or otherwise modify these Terms at any time. In such cases, the Owner will appropriately inform the User of these changes.

Such changes will only affect the relationship with the User from the date communicated to Users onwards.

The continued use of the Service will signify the User’s acceptance of the revised Terms. If Users do not wish to be bound by the changes, they must stop using the Service and may terminate the Agreement.

The applicable previous version will govern the relationship prior to the User's acceptance. The User can obtain any previous version from the Owner.

If legally required, the Owner will notify Users in advance of when the modified Terms will take effect.

Assignment of contract

The Owner reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms, taking the User’s legitimate interests into account. Provisions regarding changes of these Terms will apply accordingly.

Users may not assign or transfer their rights or obligations under these Terms in any way, without the written permission of the Owner.

Contacts

All communications relating to the use of this Platform must be sent using the contact information stated in this document.

Severability

Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

US Users

Any such invalid or unenforceable provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent. These Terms constitute the entire Agreement between Users and the Owner with respect to the subject matter hereof, and supersede all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter. These Terms will be enforced to the fullest extent permitted by law.

EU Users

Should any provision of these Terms be or be deemed void, invalid or unenforceable, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts.
In case of failure to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law.

Without prejudice to the above, the nullity, invalidity or the impossibility to enforce a particular provision of these Terms shall not nullify the entire Agreement, unless the severed provisions are essential to the Agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.

Governing law

These Terms are governed by the law of the place where the Owner is based, as disclosed in the relevant section of this document, without regard to conflict of laws principles.

Prevalence of national law

However, regardless of the above, if the law of the country that the User is located in provides for a higher applicable consumer protection standard, such higher standards shall prevail.

Venue of jurisdiction

The exclusive competence to decide on any controversy resulting from or connected to these Terms lies with the courts of the place where the Owner is based, as displayed in the relevant section of this document.

Exception for Consumers in Europe

The above does not apply to any Users that qualify as European Consumers, nor to Consumers based in the United Kingdom, Switzerland, Norway or Iceland.

Dispute resolution

Amicable dispute resolution

Users may bring any disputes to the Owner who will try to resolve them amicably.

While Users' right to take legal action shall always remain unaffected, in the event of any controversy regarding the use of this Platform or the Service, Users are kindly asked to contact the Owner at the contact details provided in this document.

The User may submit the complaint including a brief description and if applicable, the details of the related order, purchase, or account, to the Owner’s email address specified in this document.

The Owner will process the complaint without undue delay and within 21 days of receiving it.

Online dispute resolution for Consumers

The European Commission has established an online platform for alternative dispute resolutions that facilitates an out-of-court method for solving disputes related to and stemming from online sale and service contracts.

As a result, any European Consumer or Consumer based in Norway, Iceland, or Liechtenstein can use such platform for resolving disputes stemming from contracts which have been entered into online. The platform is available at the following link.

Germany: Dispute resolution procedure with Consumer conciliation boards

The Owner does not participate in alternative dispute resolution procedures for Consumers under the German Verbraucherstreitbeilegungsgesetz.

France: Mediation

Within one year of submitting a written complaint to the Owner regarding any dispute stemming from these Terms, Consumers have the right to initiate a mediation procedure before

• any mediation body approved by the French Government. The relevant list is available at the following link: https://www.economie.gouv.fr/mediation-conso/mediateurs-references.

Latest update: June 21, 2023