Welcome to this website operated by The Reprar Technology Company ("REPRAR", "we", "our" or "us"). In exchange for access to any websites operated by REPRAR (collectively, the "Sites"), users ("you") must agree to enter into a contract (these "Terms of Service") with us. The Sites do not include those websites operated or owned by REPRAR that are subject to their own Terms of Service.
Please read these Terms of Service carefully. This document is a legal contract, and by using the Sites you agree to its terms. If you do not agree to these Terms of Service, you are not authorized to access the Sites, and you must discontinue use of all Sites immediately.
In the case of a conflict between these Terms of Service and any other written agreement ("Agreement") between REPRAR and any company or any individual that purchases any REPRAR service ("Client Company"), the terms of the Agreement shall control with respect to use of the Sites by employees of such Client Company. For purposes of these Terms of Service hereinafter, "Authorized Users" includes employees of such Client Companies and other authorized users of the Restricted Areas (defined below).
We reserve the right to change these Terms of Service at any time in our sole discretion. You should check the Sites from time to time to review the then-current Terms of Service. Your continued use of the Sites constitutes your acceptance of any changes to the Terms of Service.
You are required to comply with all applicable laws and regulations, including local, state, national, foreign, or international statutes, regulations, rules, orders, treaties, or other laws, in connection with your access to and use of the Sites and such further limitations as may be set forth in any notice from us. As a condition of your access and use of the Sites, you warrant that you will not use the Sites for any purpose that is unlawful or prohibited by the Terms of Service.
We may restrict, suspend, or terminate your access to the Sites without notice to you if we believe that you have violated any law or these Terms of Service.
Without limiting the foregoing, you agree not to:
• Delete or revise any material or other information of any other user or REPRAR (except with respect to tools provided on a Site that expressly allow for users to download such tools and customize them for their own purposes);
• Register for more than one user account, register for a user account on behalf of an individual other than yourself, or impersonate any other person or entity when registering for an account or otherwise using the Sites;
• Harvest or otherwise collect information about others, including e-mail addresses, without their consent;
• Solicit Sites' users to join outside websites or online websites or organizations; or
• Engage in any other conduct that restricts or inhibits any other person from using or enjoying the Sites, or which, in our judgment, exposes us or any of our users, Client Companies, Authorized Users, or suppliers to any liability or detriment of any type.
You further agree that you will only access the Sites through the interfaces we provide and that you will not violate or attempt to violate the security of the Sites, including, without limitation:
• Taking any action that could have the effect of damaging the Sites or their security, or interfere with other users' use of the Sites, including by imposing an unreasonable or disproportionately large load on the Sites' infrastructure;
• Using any device, software or routine to interfere or attempt to interfere with the proper working of the Sites or any activity being conducted on the Sites other than through the search engine and search agents available from us on the Sites and other generally available third-party providers (e.g., MSN, Google);
• Using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatar's or intelligent agents) to navigate, search, or collect data from the Sites other than the search engine and search agents available from us on the Sites and other than generally available third-party web browsers (e.g., Microsoft Internet Explorer);
• Attempting to decipher, decompile, disassemble or reverse-engineer any of the software available through, comprising or in any way making up a part of the Sites;
• Accessing data not intended for you or logging into a server or account that you are not authorized to access;
• Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or
• Attempting to interfere with service to any user, host, or network.
You further agree that, if you choose to access the Sites from any part of the world, you do so on your own initiative and are responsible for compliance with applicable laws. You agree to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with your use of the Sites, and you also agree that you will not transfer, or authorize the transfer, of any data or services to a prohibited person or country in violation of any applicable laws or regulations. In particular, but without limitation, data may not, in violation of any laws, be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S.An Department of Treasury's Specially Designated Nationals List or the U.S.An Department of Commerce Denied Persons List or the U.S.An Department of Commerce Entity List (of proliferation concern) or the U.S.An Staes Department List of Statutorily Debarred Parties. By using any data or services subject to any such restrictions and regulations, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Violations of system or network security may result in civil or criminal liability. In accordance with these Terms of Service, we will investigate and work with law enforcement authorities to prosecute users who are involved in such violations.
Access to many portions of the Sites ("Restricted Areas") is restricted to Authorized Users to whom we issue usernames and passwords. You are not authorized to access any Restricted Areas unless you have received a password from us. In particular, you may not use another person's password to access the Sites, but you may access Restricted Areas using a password issued to your employer if your employer is a Client Company and has authorized you to use its password (subject to any licensing restrictions that may have been agreed to by your employer in its Agreement with REPRAR).
You are responsible for maintaining the confidentiality of your password, and you agree not to share your password with anyone or allow anyone to use your account. You also agree to take full responsibility for any activity that occurs through the use of your account. If you become aware that any other person has accessed your account or has obtained your password, you agree to notify us immediately. Even if you notify us, you will be responsible for any damage caused by the breach of security, both before and after the notification.
The Sites contain business-related content that is neither intended nor appropriate for children. Accordingly, you may only register for or use the Sites if you are over the age of eighteen.
Whenever we ask you to identify yourself, or for other personal information, you agree to provide truthful, accurate, current, and complete information, and to keep this information current and accurate throughout the time you remain a user of the Sites. You also represent and warrant that you have obtained all necessary consents, approvals and authorizations to provide the personal information to us, and that you are not violating any laws, rules or regulations or the rights of any individual or entity, by providing such personal information. A
You also agree to respect the privacy of other users. If you obtain contact information for any other user through the Sites, you agree to use that contact information only for legitimate business communications and that you will not use information obtained from the Sites to send, cause to be sent, or assist in the transmission of, unsolicited commercial messages (known as "spam") to any other users through any medium. You also agree not to provide contact information for other users obtained through the Sites to any third party.
Certain portions of the Sites include interactive services, which permit users to submit content for publication on the Sites or to communicate with each other. If your account is used to submit, post, or add content to the Sites or to contact another user (collectively, "User Submissions"), you agree to accept sole responsibility for those User Submissions, including the information, statements, facts, and material contained in any form or medium (e.g., text, audio, video, and photographic) therein.
When you provide any User Submission to us, you grant us, our affiliates, and our partners, a worldwide, irrevocable, royalty-free, nonexclusive, sub-licensable license to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish such User Submission, and subsequent versions thereof. You agree you will not attempt to enforce any so-called "moral rights" in your User Submission against us, our affiliates, and/or our partners. This license will apply to the distribution and the storage of your User Submission in any form, medium, or technology now known or later developed.
The Sites provide a forum for business networking and interaction, and we require all users to behave with professionalism, respect, and in compliance with all applicable laws. By using the Sites, you agree that none of your User Submissions will:
• Infringe on the intellectual property, trade secret, privacy, publicity, or other rights of others;
• Contain false statements or misrepresentations that could damage REPRAR or any third party;
• Include obscene, libelous, defamatory, threatening, harassing, abusive, hateful, sexually explicit, sexually oriented, profane, or embarrassing material, as determined by us in our sole discretion;
• Be illegal (including under laws or other regulations governing export control) or otherwise objectionable;
• Contain the private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers;
• Encourage or facilitate insider trading or anticompetitive behavior;
• Include commercial advertisements or solicitations; or
• Purport to or actually provide legal or professional advice.
Because portions of the Sites are available to the public, we cannot guarantee that any User Submissions, even those that you do not intentionally publish, will remain confidential, nor do we guarantee that User Submissions published in a Restricted Area will be available only to Authorized Users.
Although you are solely responsible for the content you provide and we do not have a policy of reviewing or monitoring all User Submissions, we reserve the right to pre-screen and/or monitor User Submissions. If we become aware of User Submissions that violate these Terms of Service or that we believe to be otherwise objectionable, we may reject or delete them, or take other action, without notice to you and in our sole discretion.
If you believe that any User Submissions appear to violate these Terms of Service, or if you believe any other user is engaged in illegal, harassing, or objectionable behavior, please contact us.
You acknowledge, consent and agree that REPRAR may access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce these Terms of Service; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property, or personal safety of REPRAR, its users and the public.
Certain Sites may include a Web Portal through which users may submit ideas to us for new products and services (each, an "Idea"). By submitting an Idea to REPRAR through the Web Portal now or in the future, you agree to the following until such time as REPRAR otherwise agrees in writing:
• You are submitting your Idea to REPRAR on a voluntary, non-confidential and gratuitous basis;
• You grant REPRAR and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any Idea you submit to REPRAR without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Idea, and all rights therein, in the name of REPRAR or its designees throughout the universe in perpetuity in any and all media now or hereafter known;
• REPRAR may already be working on the same or a similar Idea, that it may have received a similar or identical Idea from other sources;
• To the best of your knowledge, the Idea represents your own original work, you have all necessary rights to disclose the Idea to REPRAR, and neither your disclosure of the Idea nor REPRAR's review and/or use of the Idea will infringe upon the rights of any other individual or entity;
• Disclosing your Idea to REPRAR does not establish a confidential relationship or obligate REPRAR to treat the Idea as confidential;
• REPRAR has no obligation to develop or use your Idea and does not owe you or anyone else any compensation for any use of your Idea or any Ideas that are related to or derived from your Idea;
• REPRAR assumes no obligation with respect to any Idea unless and until it enters into a written contract with you, and then only as expressed in such written contract;
• If your Idea is the subject of a patent that is pending or has been issued, you have or will disclose that fact to REPRAR. REPRAR acknowledges that to the extent you hold a patent in the Idea, no license under any patent is granted herein to REPRAR;
• Any license to use a patented Idea shall be in the form of a written contract, and REPRAR's obligations shall be limited to only those in such written contract;
• REPRAR is not obligated to review your Idea, give reasons for rejecting your Idea, or disclose any activities that are related to the subject matter of your Idea;
• You will not construe REPRAR's review of your Idea, or any discussion, negotiations or offer between yourself and REPRAR relating to the possible purchase or license of your Idea, as recognition of the novelty, originality, priority, other rights, or value of your Idea, and REPRAR's discussions or negotiations with you will not in any way impair REPRAR's right to contest the validity or infringement of your rights;
• You hereby irrevocably release and forever discharge REPRAR from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against REPRAR or its respecting successors and assigns with respect to the Idea, including without limitation in respect of how REPRAR directly or indirectly uses the Idea, with the sole exception in respect of the foregoing release and discharge being your right to bring a claim of patent infringement; and
• You agree that you are responsible for the content of the Idea and further agree (at REPRAR's option and at your sole expense) to defend, indemnify, and hold REPRAR harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys' fees, which REPRAR may incur as a result of, use of, or are related to your Idea and anything contained therein in accordance with these Terms of Service.
The entire contents of the Sites are subject to copyright protection under the laws of the Republic of U.S.A and other countries. You acknowledge that misappropriation, misuse, or redistribution of content on the Sites could cause irreparable harm to REPRAR or to third parties. With respect to the Restricted Areas, permission is granted to display, copy, distribute, and download the materials on the Sites for internal business use only, provided you do not modify the materials (except with respect to tools provided on a Site that expressly allow for users to download such tools and customize them for their own purposes) and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works of, transmit, sell or offer for resale, or in any way exploit any part of the Sites without our express written permission. You also may not "mirror" any material contained on this Site on any other server without prior written permission from REPRAR.
If you believe in good faith that your copyrighted work has been reproduced on or linked from the Sites without authorization in a way that constitutes copyright infringement, please provide our designated copyright agent with the following information:
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the allegedly infringing material on the Sites that is requested to be removed;
• Your name, address, and day time telephone number, and an e-mail address if available, so that we may contact you if necessary;
• A statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the notification is accurate, and under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and
• An electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement.
Our copyright agent for notice of claims of infringement on the Sites is:
The Reprar Technology Company, Attention: Legal Department; Copyright, 78 Hillside street, Presque Isle, Maine 04769, U.S.A
All rights in the product names, company names, trade names, logos, service marks, product packaging, and trade dress, whether or not appearing in large print or with the trademark symbol (collectively, the "Trademarks") displayed on the Sites belong exclusively to REPRAR or their respective owners and are prohibited from imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of the Trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Sites confers on you any license or right under the Trademarks or any patent of REPRAR or any third party.
In order to protect the content included on the Sites, including within certain Restricted Areas, we may place limits on specific users' access to our content. For example, in order to prevent unauthorized distribution, we may place a limit on the number of files a user can download from the Sites. If you attempt to download more than the preset number of files, we may lock your account, preventing you from downloading any further content. We will notify you if your account is locked, and we will give you the opportunity to request that your account be unlocked by emailing us at [email protected] or by another method that we may establish.
In addition, in order to prevent unauthorized distribution, we may place technological restrictions on your use of content downloaded from the Sites, including technology known as "digital rights management." This technology may prevent you from transferring content between computers or redistributing it, and you agree that any technological restrictions we impose will govern your use of that content. However, your use of content distributed on the Sites is subject to the restrictions on redistribution or reuse described above even if we choose not to impose technological restrictions to prevent your violation of these Terms of Service.
If you wish to make a use of our content that is not permitted by these Terms of Service or by any technological restrictions we impose, you may contact us to describe your proposed use and ask for permission to use the content in the proposed manner, but you may not attempt to reverse-engineer or avoid any technological restrictions that we impose. If we grant permission to use our content in a manner that is inconsistent with these Terms of Service or with any technological restriction we impose, we must do so in writing.
Any information supplied by any employee or agent of REPRAR, whether by telephone, e-mail, letter, facsimile, or other form of communication, is intended solely as general guidance on the use of the Sites or other services provided by REPRAR, and does not constitute legal, tax, medical, accounting, or other professional advice. In addition, the content provided on the Sites, including User Submissions, is intended as general educational information, not specific professional advice. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any content, including User Submissions. You further acknowledge and agree that you will not rely on any content available on or through the Sites. Individual situations and state laws vary, and users are encouraged to obtain appropriate advice from qualified professionals in the applicable jurisdictions.
Your correspondence or business dealings with, or participation in promotions of, advertisers or other users found on or through the Sites, including payment for and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or third parties on the Sites.
We may, as a convenience to users, provide links to third-party content and other websites on the Sites. We do not endorse, sponsor, or accept any responsibility for such material. We are not responsible for the content or privacy practices of any linked websites.
Our products and services, including the Sites, any User Submissions, and links from the Sites to any third-party websites, are provided AS IS, and we make NO REPRESENTATION OR WARRANTY OF ANY KIND with respect to them.
WE DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (a) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (b) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (c) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SITES; (d) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF DATA MADE AVAILABLE ON THE SITES OR OTHERWISE BY REPRAR; AND (e) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY REPRAR OR ANY THIRD PARTY. FURTHER, THERE IS NO WARRANTY THAT THE SITES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, (a) THAT THE INFORMATION PROVIDED THROUGH THE SITES WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (b) THAT THE SITES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (c) THAT DEFECTS OR ERRORS IN THE SITES WILL BE CORRECTED; OR (d) THAT THE CONTENT ON THE SITES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION ON THE SITES IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR THESE CHANGES.
YOU'RE SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING UNDER THESE TERMS OF SERVICE IS YOUR RIGHT TO TERMINATE YOUR USE OF THE SITES. YOU AGREE THAT WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING LOST PROFITS OR COSTS OR ATTORNEY'S FEES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, NEGLIGENCE, OR STRICT LIABILITY. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, our liability in such jurisdictions shall be limited to the extent permitted by law, but the provisions of this section shall in any case be interpreted to limit our liability to the greatest extent permitted by law.
IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANOTHER USER RELATED TO, ARISING FROM, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SITES, YOU RELEASE REPRAR FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE, AND AGREE TO HOLD REPRAR HARMLESS IN CONNECTION WITH ANY SUCH DISPUTE.
YOU AGREE TO INDEMNIFY REPRAR, AND OUR OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS, AFFILIATES, PARTNERS, AND LICENSORS (THE "REPRAR PARTIES") AGAINST, AND HOLD THE REPRAR PARTIES HARMLESS FROM, CLAIMS, LIABILITY, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SITES.
We reserve the right, at any time, to modify or discontinue, temporarily or permanently, any Site (or any part thereof), including the Restricted Areas, with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension, or discontinuance of a Site.
We reserve the right, in our sole discretion, to terminate, suspend, or limit your access to the Sites, or any portion thereof, at any time without notice to you. If we do so, the provisions of these Terms of Service will survive such termination, except that you will not be permitted to use the Sites to the extent that we terminate, suspend, or limit your access. You may also discontinue your own access to the Sites by contacting us in writing to request that your account be terminated.
You agree that any dispute between you and REPRAR will be governed by the law of the Republic of U.S.A without regard to its conflict of law provisions, and that any legal action brought by one party against the other will be brought in the courts of U.S.A. You agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
Unless otherwise specified herein, these Terms of Service constitute the entire agreement between you and REPRAR with respect to your use of the Sites, superseding any prior or contemporaneous communications and proposals in any form between you and REPRARÂ (except with respect to Authorized Users whose authorization to use the Sites is subject to an Agreement).
If any part of these Terms of Service is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms of Service shall remain in effect.
You agree that our failure to enforce any provisions of these Terms of Service or respond to a breach by you or other parties does not in any way waive our right to enforce subsequently any terms or conditions of the Terms of Service or to act with respect to similar breaches.
You agree that, except as otherwise expressly provided in these Terms of Service, there shall be no third-party beneficiaries to these Terms of Service.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and REPRAR as a result of these Terms of Service or your access to and use of the Sites. You further agree that a printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.