IMPORTANT: BY USING THE SERVICES (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HERE IN PLEASE DO NOT USE THE SERVICES.
1. Acceptance of Terms
We may unilaterally change or add to the terms of these Terms at any time. In the event of a material change, We shall notify you via email or by means of a prominent notice on the Services. You should check our Services periodically and review changes to the Terms at the following URL: https://replix.io/terms-and-conditions/. By continuing to use the Services following such modifications, you agree to be bound by such modifications.
Subject to the terms and conditions set forth herein, Replix hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-sublicensable, revocable, limited license to access and make personal use of the Services, only for internal purposes, according to the terms of these Terms. The license may be terminated by Replix at any time.
You undertake to use the Services solely for internal purposes. Except as specifically permitted herein, you agree not to (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share your account and/or any of your rights under these Terms with/to any third party; (ii) transfer, distribute, scrap, copy all or any part of the Services and/or the Replix IPR (as defined below) and/or use the Services as a service bureau and/or use the Services in any manner in order to provide services to third parties; (iii) syndicate any part of the Services or refer to the Services by use of framing; (iv) make use of the Services in any jurisdiction where same are illegal or which would subject Replix or its affiliates to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use; (vi) transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (vii) access the Services through or use with the Services any automated or unauthorized means, services or tools including without limitation any data mining, robots, or any other automated means or data gathering and extraction tools, including without limitation in order to extract for re-utilization of any parts of this Services; (viii) perform any act that destabilizes. interrupts or encumbers the Services or their servers; (ix) copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Services and/or any other software available on the Services or create derivative works thereof; (x) attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Service; (xi) log into, or in any way modify the configuration, state or properties of the resources that have been created on your cloud account by Replix without direct and explicit written instructions from Replix’s tech support team; (xii) download or otherwise export or re-export the Services or underlying information or technology (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Lebanon, Iran, Syria or any other country to which the U.S. and/or Israel has embargoed goods and services; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders.
You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services.
4. Ownership of Proprietary Rights
The Services, including without limitation any underlying data, software, platforms, algorithms, technology, design, any information, logos, trade-names and brands, services, texts, files, animation, images, sound, music, videos, organization, structure, specifications, Feedback (defined below), “look and feel” and features and any enhancements, improvements and derivatives thereof and all Intellectual Property Rights related thereto (“Replix IPR”) are the property of Replix and/or its licensors who retain all right, title and interest in connection therewith. No transfer or grant of any rights by Replix is made or is to be implied by any provision of these Terms or by any other provision contained in the Services with respect to the Replix IPR or otherwise, except for the limited license set forth in Section 2 above.
We appreciate hearing from our users and welcome your comments regarding the Services. Notwithstanding anything to the contrary herein, please be advised, however, that if you send us ideas, suggestions, inventions, or materials regarding the Services (“Feedback”), we shall: (i) own all right, title and interest in and to the Feedback without any restriction; (ii) not be subject to any obligation of confidentiality; and (iii) be entitled to unrestricted use of the Feedback for any purpose whatsoever, without compensation or credit to you or any other person.
“Intellectual Property Rights” means worldwide, whether registered or not (a) rights associated with works of authorship, designs, mask works and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress, the right to publicity and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
5. Your Data
5.1 Your Data. You shall have sole responsibility and liability for Your Data (defined in Section 5.3 below). Replix shall not be liable or responsible for Your Data or any parts thereof. Replix does not provide back-up or archive services, you are solely responsible for maintaining adequate backups of Your Data. In addition, Replix is not a capacity or a storage provider, and is not responsible for the data integrity or availability once written to its intended storage device. You hereby grant Replix a worldwide, irrevocable, perpetual, royalty-free license to use Your Data solely for the provision of the Services.
5.2 Representations and Warranties. You represent and warrant to Replix that Your Data: (i) complies with and will comply with all applicable laws, rules and regulations (including without limitation in respect of privacy), the Terms and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights and the right to privacy; and (ii) does not contain any threatening, violent, sexually explicit, obscene, or otherwise illegal content.
5.3 “Your Data” shall mean any and all data and content that you provide, upload, send or refer to through the Services and/or that is processed by the Services and originates from you.
6. Your Account
You are solely responsible for any actions performed in the Services under your credentials. Keeping your credentials safe is your sole responsibility. If you have any reasons to suspect that your credentials were discovered by any third party or that there was an unauthorized access to your account you will immediately notify Replix and modify your login information. The Services are intended for use by users at least eighteen (18) years old, you hereby declare that you are eighteen (18) years old or older and undertake to monitor your account to ensure that no minor under that age has access to the Services.
7. User Warranties and Representations
You represent and warrant to Replix thaat: (a) you have, and will have at all times, all rights, licenses and consents required for your use of the Services including those required to obtain as a controller, including without limitation in respect of Your Data; (b) you and Your Data will comply with all applicable laws; (c) you are not located in or a national or resident of any of the countries or entities referred to in Section 3(xi) above and/or any country or entity that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist supporting” country and are not listed on any U.S. Government list of prohibited or restricted parties.
Use of and access to the Services is subject to payment of all applicable fees, either directly to Replix through the Services, or to any of Replix’s designees (which may include Replix third party cloud providers), at Replix’s sole discretion. Payment is computed according to the license metrics and restrictions agreed to in your designated account. All payments are non-refundable.
YOU AGREE THAT YOUR USE OF THE SERVICES AND/OR THE REPLIX IPR SHALL BE AT YOUR OWN RISK. THE SERVICES, INCLUDING WITHOUT LIMITATION REPLIX IPR ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, REPLIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
REPLIX DOES NOT WARRANT THAT THE REPLIX IPR AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THESE SERVICES OR THE SERVER(S) THAT MAKES THESE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
REPLIX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE REPLIX IPR OR SERVICES INCLUDING WITHOUT LIMITATION THEIR CORRECTNESS, ACCURACY, RELIABILITY, AVAILABILITY OR OTHERWISE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE SERVICES AND/OR ANY OF THE REPLIX IPR.
11. Limitation of Liability
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL REPLIX AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO THE SERVICES, OR RELIANCE ON ANY OF THE REPLIX IPR OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY REPLIX. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN ANY EVENT REPLIX’S AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS’ AGGREGATE LIABILITY SHALL NOT EXCEED THE PAYMENTS MADE TO REPLIX BY YOU DURING THE ONE (1) MONTH PRECEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM .
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL BARGAINED FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
You agree to defend, indemnify and hold Replix and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, licensors and suppliers harmless against any losses, expenses, costs, claims, damages (including attorneys’ fees, expert fees’ and other costs of litigation) arising from, incurred as a result of, or in any manner related to: (i) Your Data or any use of your account; (ii) any third party claim in respect of Your Data; (iii) any breach of these Terms.
13. Third Party Content
14. Use of Name
We may use your name and logo in order to refer to you as Our customer on Our website and in Our marketing materials. If you wish for Replix to cease using your name and logo please submit a request by sending an e-mail to: email@example.com.
Upon your material breach of these Terms, we may terminate these Terms and/or suspend your right to access or use any portion or all of the Services and/or Replix IPR immediately (including without limitations the license set forth in Section 2 above), at our sole discretion without notice.
We may terminate these Terms at any time for convenience upon written notice to you by e-mail within thirty (30) days after the date of such e-mail.
Upon termination you shall immediately cease using the Services and the following Sections shall survive: 1, 3-5, 7-13 and 16.
(i) These Terms shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the state and federal courts of the State of New York, USA and hereby submit themselves to the exclusive jurisdiction of these courts. Notwithstanding the foregoing, Replix may seek any equitable remedy, including an injunctive relief, in any jurisdiction worldwide. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded; (ii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms; (iii) Replix may, at its discretion, at any time change the license fees for the Services and/or any feature or content therein, under any payment conditions as it deems fit. You will be charged the fees that arise from such changes only after a notice is provided, either by email and/or a prominent notice on the Services. By continuing to use the Services following such modifications, you agree to be bound by such modifications; (iv) You acknowledge and agree that Replix has the right, at any time and for any reason, to redesign or modify the Replix IPR and other elements of the Services or any part thereof; (v) these Terms are the entire agreement between you and Replix regarding the subject matter herein; (vi) Replix may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of Replix. Any unauthorized assignment will be void and of no force or effect; (vii) no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you and Replix any rights, remedies or other benefits under or by reason of these Terms; (viii) Replix’s failure to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by Replix as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (ix) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (x) ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN ESPECT THEREOF.
If you have any further questions or require further clarification, please contact us by sending an e-mail to: firstname.lastname@example.org
Last updated: 2019-12-26