Repio™ Terms of Use
Effective: February 4, 2011

IMPORTANT, PLEASE READ THESE TERMS OF USE VERY CAREFULLY BEFORE USING THE SERVICES AVAILABLE AT WWW.REPIO.COM. YOU SHOULD NOT USE WWW.REPIO.COM OR ANY SERVICE OFFERED THROUGH WWW.REPIO.COM IF YOU DO NOT ACCEPT THESE TERMS OF USE, OR ARE OTHERWISE NOT ELIGIBLE UNDER THE TERMS AND CONDITIONS OF THESE TERMS OF USE.

1.      Acceptance

Repio, Inc. (“Repio”, “us” or “we”) operates www.repio.com and other related sites (collectively, the “Websites”) and makes available through the Websites various tools, services, and applications (collectively with the Websites, the “Service”).

These Terms of Use, together with the terms and policies incorporated by reference herein (collectively the “Agreement”), are a binding and valid legal agreement. By entering the Websites or by otherwise utilizing the Service, you (“User” or “you”) agree to be bound by the terms of this Agreement.

Repio reserves the right to change, add, or delete portions of the Agreement at any time and without prior notice. Any such changes will become effective immediately upon the posting to the Websites. Your continued use of Service after any changes have been made constitutes your acceptance of such changes. It is your responsibility to review this Agreement on a regular basis to determine if there have been any changes, which will be indicated by a revision date posted on the applicable webpage.

If you do not agree to be bound by this Agreement, or if you are not otherwise eligible to use the Service under this Agreement, do not access or continue to access the Websites or the Service.

2.      Eligibility

The Service is solely for users located in the United States. Most features of the Service require you to register an account with Repio (a “Member Account” for which you will then become “Member”). The premium features offered through the Service require you to pay applicable service fees. You shall comply with all laws that apply to you in connection with your use of the Service, including all applicable local, state, national, or foreign laws, treaties, and regulations. CHILDREN UNDER THE AGE OF 13 ARE NOT PERMITTED TO USE THIS WEBSITE OR THE SERVICE.

3.      Member Accounts

When creating your Member Account, you provide Repio with certain information including, without limitation, name, email address, birth date, and a password chosen by you (the “Account Data”). Some Account Data, such as credit card information, will be required if you are signing up for premium features of the Service that require payment. This Account Data identifies you as a member registered with Repio and will be used by us in accordance with our Privacy Policy. BECAUSE THE NAME YOU PROVIDE US WHEN YOU CREATE YOUR ACCOUNT BECOMES PART OF THE URL ADDRESS ASSOCIATED WITH YOUR REPIO PAGE, THE NAME ON YOUR ACCOUNT CANNOT BE CHANGED. IF YOU WANT TO CHANGE YOUR NAME, YOU WILL HAVE TO CLOSE YOUR ACCOUNT AND START A NEW ACCOUNT. WE CAN ONLY OFFER THE VERIFICATION FEATURE (see section below) IF THE NAME YOU PROVIDE US WHEN CREATING YOUR ACCOUNT CAN BE VERIFIED, USUALLY BY MATCHING IT WITH THE NAME ON YOUR CREDIT CARD (assuming your credit card provider offers this service through Authorize.net). You agree to:

  • provide accurate, current, and complete Account Data as may be prompted by any registration forms on the Websites or through the Service, and to keep the Account Data current and complete;
  • maintain the security of your password and identification and not disclose your password to any third party;
  • be fully responsible for all use of your account and for any actions that take place using your account.
You understand and acknowledge that you have no ownership rights in your Member Account, and that if you cancel your Member Account or if your Member Account is deactivated for any reason, you may lose all your account information retained by the Service, including but not limited to settings, saved links, categories, Member Account profiles, resumes, contacts, images, preferences, and sort priorities, all of which will be marked as deactivated and may be deleted from our databases.

Basic Member Accounts” are Member Accounts that we offer to visitors and users of the Service free of charge! Basic Member Accounts have limited access to the features offered through the Service. Certain paid services may be made available to members with Basic Member Accounts. We may require confirmation of your request for a Basic Member Account through a valid email address owned by you before your Basic Member Account is activated on the Service. If you have a paid Subscription (defined below) for the premium features offered through the Service, and your paid Member Account thereafter reverts to a Basic Member Account, you may lose all information associated with the premium features that are no longer available to you. Repio may terminate a Basic Member Account at any time at Repio’s sole discretion with or without notice.

UPON TERMINATION OF YOUR BASIC MEMBER ACCOUNT YOU WILL LOSE ALL PRIVILEGES PROVIDED TO MEMBERS. You may terminate your account by clicking on the “CLOSE ACCOUNT” link available in your Member Account profile.

4.      Ordered Services

                    (a)             Billing.   Services offered by Repio are generally arranged in service packages containing certain premium features offered through the Service which you may order in exchange for a flat or periodic fee (a “Subscription”). Subscription fees are paid in advance at the beginning of each Subscription billing period (or any renewal). All non-Subscription fees shall be paid when ordered by you in accordance with the terms upon which Repio offers any such additional services. All Subscription fees and other fees are paid in United States dollars and are non-refundable unless otherwise provided under these terms or in connection with a promotion or trial. By ordering a Subscription for the Services and providing us with your credit card or other payment information (if available), you authorize Repio to charge your credit card (or other approved payment method) to pay for the ongoing cost of your Subscription, which may include any applicable taxes and other costs incurred in connection with your use of the Service. Service package prices may be modified from time to time, at Repio’s sole discretion; however, if you have a current Subscription, we will notify you by email (at your then current email address as provided in the Account Data) thirty (30) days prior to us billing you for any increased Subscription fees. If any payment for your Subscription is rejected or otherwise fails to process, Repio will send you a notice by email to the email address listed in your Account Data. You will have thirty (30) days from the date of the email to contact us to pay your Subscription fee or your Member Account will be terminated or revert to a Basic Member Account, and you will lose all access to the premium features and data. If your credit card reaches its expiration date, your continued use of the Service constitutes your authorization for us to continue billing that credit card and/or you and you remain responsible for any uncollected amounts, provided, that Repio may cancel your account in accordance with Paragraph 4(c) below.

                     (b)              Trial & Promotional Offers.   We may occasionally offer promotional trial usage of the premium features of the Service. If you sign up for such a trial or promotion, your Subscription will be automatically renewed at the posted subscription rate at the end of the trial period, unless you cancel your Subscription before the end of the trial. Any promotional offers, such as discounts or free trials that are part of your Subscription are allocated to the final months of any Subscription period (e.g., if you order a 12 months subscription and receive one free month, month 12 will be free of charge).

                     (c)            Cancellation.   You may cancel the premium Service plan at any time by clicking on the “close account” link available in your Member Account profile. You must cancel your subscription 30 DAYS before it renews in order to avoid THE billing of Subscription fees for the renewal term to your credit card. Cancellation will not entitle you to a refund. all fees paid to repio are final. Cancellations will be effective immediately, but you will continue to have access to the premium features for the remainder of your Subscription period unless you opt to immediately terminate your account, in which case your account will be deleted, except that Repio may retain certain data for archiving purposes. Upon cancellation or expiration of your Subscription period (and unless you opt to terminate your account entirely), your Member Account will revert to a Basic Member Account, and you will lose all access to the premium features. Upgrading back to a premium Service plan after your account has reverted to a Basic Member Account will restore your ability to continue using premium features with your account data previous furnished. If you opt to terminate your account completely, you will lose all privileges provided to Members.

                     (d)              Ongoing Subscription / Renewals.    Upon the expiration of any Subscription period, your Subscription will renew automatically FOR the SAME SUBSCRIPTION PERIOD, for the same service package at the then applicable NON-PROMOTIONAL price (as posted on the Websites), and continually thereafter, unless you properly notify us to cancel or modify your account. fOr example, if you paid for a quarterly period, your renewal will be for a quarterly period. If you order a Subscription on a periodic plan, or if your Subscription defaults to a periodic renewal period, upon expiration of your then current Subscription period, we will automatically bill your credit card for the same periodic period. In the event your Subscription began on a day not contained in a given month, we will bill your credit card on the last day of such month. For example, if your Subscription started on March 31st, your credit card would next be billed on April 30th. You acknowledge that the amount billed each period may vary from period to period for reasons that include, differing amounts due to promotional offers, changes in your service package, changes in our published rates, and changes in the amount of applicable sales tax, and you authorize us to charge your credit card for such varying amounts.

                     (e)             No Refunds.    Unless otherwise provided by law or in connection with any particular service offer, all charges are non-refundable and there are no refunds or credits for partially used Subscription periods. We reserve the right to issue credits or refunds to users of the Service, but doing so in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits to anyone in the future, under any circumstance.

                     (f)             Search Terms/Scanning.   You will have access to search terms and scanning features depending on your Subscription plan. The search terms will only be available to the Link Providers (as defined below) that are available through the Service when searches are conducted. Link Providers may change from time to time or may become completely unavailable. Additional fees may apply to use content provided by certain Link Providers. In certain instances, and subject to your Subscription plan, you may be permitted to use the search terms and scanning feature in connection with RSS Feeds that you link to your account. You or the providers of RSS Feeds may terminate the RSS Feeds at any time, in which case the search terms and scanning feature will no longer be functional. Search terms and scanning feature will only be useful to the extent there are Link Providers and/or you have linked RSS Feeds to your account, which may require you to subscribe to a premium subscription plan.

                     (g)            Repio Page.    As a Member, you will have access to the “Repio Page” feature, which will allow you to manage and share with others, certain information you make available through the service and such other information that may be made available by additional features of the Service. You can share your Repio Page by providing the link directly to your Repio Page or directing a person to the directory of Repio Pages (if you are included therein), or such successor sites. Your use of Repio Page features may be limited depending on whether you have a Basic Member Account, or if you have a Subscription for premium features. Unless you choose a private setting, your Repio Page will be displayed publicly, where everyone on the Service can see it (and which can also be indexed and searched by internet search engines). If you have a Subscription to the premium features of the Service, then you may have features and functionality that are not available to Basic Accounts. If you downgrade from a premium Subscription to a Basic Account, any features and functionality that is available only to premium accounts may no longer work. We reserve the right to modify or change the Repio default categories at any time as well as delete any and all information in your account.

                     (h)              Verification Emblems.            Repio may provide certain verification services in connection with your Repio Page depending on your Subscription plan, in which case you may be asked to verify that that you are the name listed at the top of your Repio Page or, in the case of family or business plans, that you are appropriately affiliated. In certain instances, Repio may verify your identity by matching the name on your Repio Page with the name on the credit card you provide us to pay for your Subscription (or alternatively on a credit card you provide us through our verification process). Repio may offer other verification techniques (e.g., matching of your Facebook account name). If your Repio Page is publicly displayed, Repio may display an emblem that indicates to visitors the level of verification (or non-verification) that is associated with your Repio Page. We may offer the verification feature for a fee.

                     (i)              Other Features.             All other features and functionality provided to Members may vary depending on whether you have a Basic Member Account, or if you have a Subscription for premium features. Repio reserves the right to modify, add and remove what features are available through the Service and with each subscription plan, and to develop and provide new plans and/or feature offerings that are not currently available.

5.      User Provided Content

The Service contains various features where you and other users may post content to areas of the Service or transmit content to others (collectively the "User Content").  You are solely responsible for User Content that is made available through the Service by you or through your Member Account. The only User Content you are permitted to make available through the Service is content that (i) you created; (ii) you have permission to use in the manner desired through the Service; or (iii) you are permitted to use under applicable laws. You represent, warrant and agree that no materials of any kind (including without imitation any links, images, content, etc.) submitted through your Member Account or otherwise made available on or through the Service by you will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights; or contain libelous, defamatory, or otherwise unlawful material; or contain material that otherwise violates this Agreement, applicable laws, rules or regulations. By submitting or posting User Content and subject to whether such User Content is set for public or private viewing by other users of the Service, you grant Repio, its parent companies, affiliates, subsidiaries, assigns, agents, and licensees a nonexclusive, irrevocable, worldwide, perpetual, fully paid and royalty-free right to reproduce, display, perform, distribute, adapt, and commercialize in any way, this content in any medium (i) for such time until you remove such User Content from your Repio Page; and (ii) for a perpetual period if such User Content is posted in publicly accessible areas of the Service other than your Repio Page (e.g. forums and message boards). You understand and agree that User Content that you remove from your Repio Page may remain on our computers and systems in an archival form for a period of time.

You should take care and use caution when making your User Content and other information available to others or posting to public areas of the Service. For example, you should review User Content that you post to your Repio Page to make sure that it does not contain any information (such as phone numbers or other personal information) that you do not want to share, and you should be aware what information you are posting about yourself when leaving comments in public areas of the Service such as forums or message areas.

Repio does not review, monitor, or screen User Content posted by you or other users. However, Repio may for any reason or no reason, refuse to post, remove, or delete any User Content that is brought to our attention. Repio reserves the right to cancel and delete any Member Account belonging to any Member, or to otherwise prevent access to the Service to any user who is responsible for posting User Content in violation of this Agreement or applicable laws, rules or regulations.

6.      Third Party Content

Information and content from third parties (such as other users, advertisers, affiliates, and links to non-Repio websites) is made available through the Service (collectively the "Third Party Content"). Third Party Content is not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Content accessed through the Service, or posted on, available through, or installed from the Service, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of the owners of such Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Service, you do so at your own risk and you should be aware that our terms and policies no longer govern.

7.      Proprietary Rights in the Service

You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law, authorized by Repio, or otherwise authorized by the owner of the proprietary or confidential information you desire to use, you agree not to copy, modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, in whole or in part.

Repio grants you a personal, non-transferable and non-exclusive right and license to use the Service on a single computer for your personal use only; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Service. You agree not to access the Service by any means other than through the interface that is provided by Repio, and you will not modify the Service in any manner or form, or use modified versions of the Service, including (without limitation) for the purpose of obtaining unauthorized access to the Service.

Repio, the Repio logo, TAKE CONTROL OF YOUR NAME, GO BEYOND YOUR RESUME, and related marks are trademarks of Repio, Inc. The Service utilizes patent-pending technology owned by Repio, Inc.

8.      Prohibited Content & Activities

In addition to any other requirements of this Agreement, you further agree that while using the Service, you will not to do any of the following:

  • submit any User Content or other content and information to Repio that is false, inaccurate, misleading, unlawful, or is otherwise in violation of your obligations under this Agreement;
  • solicit, harvest, or collect names, email addresses, or other contact information of other users of the Service by any means for commercial or unlawful purposes;
  • resell or otherwise make available to any person not expressly licensed by Repio, any of the services or any content available through the Service, including without limitation User Content such as user comments and user profile information;
  • use the Service in any manner that could damage, disable, overburden or impair the Service;
  • use automated scripts to collect information from, or otherwise interact with the Service;
  • use the Service to make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable;
  • use the Service to make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • use the Service to make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law, including without limitation providing any advice that requires a professional license or certification under applicable law;
  • impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity; express or imply that any statements you make are endorsed by Repio;
  • decipher, decompile, disassemble or reverse engineer any of the software comprising of, or in any way making up all or part of the Service; unless prior permission is granted by Repio, deep link, hot link, frame or otherwise make available content provided by the Service in any fashion so as to avoid the standard processes for viewing content through the Service.

9.      Notices and Procedures for Making Claims of Copyright Infringement

                    (a)             Our Designated Agent to Receive Notifications of Infringement Under the Digital Millennium Copyright Act.   If any copyrighted work is accessible on the Websites or through the Service in violation of a copyright, the owner of such copyright (or such owner’s authorized representative) (a “Claimant”) may provide Repio with a written communication or notice pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(3) (the “DMCA Notice”). The DMCA Notice should be sent to Repio’s “Designated Agent” who can be contacted as follows:

  • By Mail: Jay Bettinger, Corporate Secretary, Repio, Inc., 1401 Dove Street, Suite 540 Newport Beach, CA 92660
  • By Facsimile: (562) 206-0216
  • By Email: report@repio.com

                    (b)             Notice of Infringement.   A Claimant’s DMCA Notice to the Designated Agent should include the following:

  • Signature of Copyright Owner or Agent - A physical or electronic signature of Claimant.
  • Identification of the Copyrighted Material - Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single written notice, a representative list of such works.
  • Identification of the Allegedly Infringing Material - 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 Repio to locate the material.
  • Contact Information - Information reasonably sufficient to permit Repio to contact the sender of the DMCA Notice, such as an address, telephone number, and, if available, an electronic mail address at which the sender may be contacted.
  • Good Faith Belief of Infringement - A statement that the Claimant 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.
  • Accuracy and Authority - A statement that the information in the DMCA Notice is accurate, and under penalty of perjury, that the Claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that the Claimant may be liable for damages, including court costs and attorneys fees, if the DMCA Notice contains material misrepresentations that content made available through the Service infringes upon the copyright of another.

                    (c)              Termination Under Repio’s DMCA Policy.   In accordance with the DMCA and other applicable law, it is our policy to terminate, in the appropriate circumstances and at our sole discretion, the account of any User who has been found to violate copyright law by posting material to the Websites or otherwise using the Service in a way that infringes upon the intellectual property rights of others, whether or not there has been repeated infringement by such User.

                    (d)              Counter-Notice.   If we know who posted content removed pursuant to a DMCA Notice, we will contact them to notify them of our actions. If you believe that your User Content was removed from the Service in response to a DMCA Notice by mistake, you may provide our Designated Agent with a “Counter-Notice”. If your Counter-Notice meets the requirements below, we will forward it to the Claimant (who sent us the DMCA Notice that caused us to remove or disable access to your User Content). We will then restore your User Content if that Claimant does not file a court action against you within ten (10) business days of their receipt of your Counter-Notice such content will be restored not less then ten (10), no more than fourteen (14), business days following receipt of the Counter-Notice by Claimant.

Your Counter-Notice should include the following:

  • Signature. Your physical or electronic signature.
  • Identification of the Removed Material - Identification of the material that has been removed, or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled.
  • Good Faith Belief. A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
  • Contact Information. Your name, address, and phone number, and a statement that you consent to the jurisdiction of the Federal District Court of the judicial district in which such address is located (or if your address is outside the United States, for any judicial district in which Repio may be found.

10.      Termination

Repio may terminate your Member Account, delete any User Content that you have made available through the Service and/or otherwise prohibit you from using or accessing the Service or otherwise modify the Services provided to you, for any reason, or no reason, at any time in its sole discretion, with or without notice.

11.      Disclaimers

                    (a)              Repio does not represent or guarantee the truthfulness, accuracy, or reliability of User Content, content from Link Providers or through RSS Feeds, or any other communications posted by users of the Service, nor does Repio endorse any opinions expressed by users of the Service. You acknowledge that any reliance on material posted by other users of the Service will be at your own risk. Any content OR TOOLS made available to you through the Service is for general reference PURPOSES only and such content is not verified by Repio for accuracy, reliability, truthfulness OR FREE FROM ERRORS. ANY VERIFICATION EMBLEMS DISPLAYED IN CONNECTION WITH REPIO PAGES SHALL ONLY CONFORM WITH THE CORRESPONDING DESCRIPTION APPLICABLE TO SUCH EMBLEM. All information from others made available to you through the Service is the sole responsibility of the party from whom such information originated.

                    (b)              YOU ACKNOWLEDGE AND AGREE THAT ANY SEARCH RESULTS AND LINKS MADE AVAILABLE THROUGH THE SERVICE FOR SORTING ARE CURRENTLY PROVIDED BY ONE OR MORE THIRD PARTIES (collectively, “LINK PROVIDERS”). A LINK PROVIDER OR OTHER THIRD PARTY MAY TAKE ACTION THAT PREVENTS THE SERVICE FROM PROVIDING CERTAIN LINKS AND/OR SEARCH RESULTS, IN WHICH CASE, SUCH SEARCH RESULTS AND LINKS MAY NO LONGER BE AVAILABLE THROUGH THE SERVICE OR MAY BE AVAILABLE ONLY UPON PAYMENT OF ADDITIONAL FEES. NOTWITHSTANDING THE FOREGOING, IF YOU ARE PREMIUM SUBSCRIBER, NOTHING SHALL PREVENT YOU FROM INSERTING ANY LINKS (e.g., cutting and pasting) INTO THE SERVICE, PROVIDED THAT SUCH MATERIAL COMPLIES WITH ALL OTHER TERMS AND CONDITIONS OF THESE TERMS OF USE.

                    (c)              Disclaimer of Warranty. THE SERVICE IS MADE AVAILABLE AS A REFERENCE TOOL ONLY AND ANY CONTENT AND INFORMATION MADE AVAILABLE THROUGH THE SERVICE (INCLUDING THIRD PARTY CONTENT), IS PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. REPIO, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. REPIO MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, SUITABILITY, THOROUGHNESS OR TIMELINESS OF THE SERVICE OR ANY CONTENT OR INFORMATION MADE AVAILABLE THROUGH THE SERVICE, OR ANY SERVICE FEATURES, SOFTWARE, TEXT, GRAPHICS OR LINKS. REPIO DOES NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR-FREE OR THAT THE SERVICE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. REPIO DOES NOT WARRANT THAT ANY CONTENT OR SEARCH RESULTS FROM LINK PROVIDERS OR RSS FEEDS ARE EXHAUSTIVE OR COMPLETE. NO INFORMATION OBTAINED BY YOU THROUGH THE SERVICE SHALL CREATE ANY WARRANTY FROM REPIO NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE. IT IS YOUR RESPONSIBILITY TO EVALUATE AND DETERMINE THE USEFULNESS OF ANY INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICE, AND YOU SHALL NOT RELY ON REPIO, THE SERVICE, LINKS, OR ANY CONTENT OR INFORMATION MADE AVAILABLE THROUGH THE SERVICE WHEN CONDUCTING SUCH EVALUATION OR MAKING SUCH DETERMINATION.

                    (d)              Limitation on Liability. UNDER NO CIRCUMSTANCES SHALL REPIO OR ANY LINK PROVIDER BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF REPIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SERVICE, FROM INABILITY TO USE THE SERVICE, OR THE INTERRUPTION, SUSPENSION, OMMISSIONS, ERRORS, INACCURACIES, MODIFICATION, ALTERATION, LIMITATION OR TERMINATION OF THE SERVICE OR ANY ASPECT THEREOF. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED OR LOCATED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICE OR ANY LINKS MADE AVAILABLE THROUGH THE SERVICE, AS WELL AS BY REASON OF ANY INFORMATION, ADVICE OR OPINIONS RECEIVED OR LOCATED THROUGH THE SERVICE, OR ADVERTISED IN CONNECTION WITH THE SERVICE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you, in which case liability is limited to the fullest extent permitted by law.

Regardless of the previous paragraph, if we are found to be liable, our liability to you or any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, or (b) $5.00.

12.      Assignment

We may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign or transfer this Agreement, or any part of it, to any other person. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Service or any part of the Service.

13.      Disputes: Governing Law; Venue and Jurisdiction

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law provisions. You and Repio agree to submit to the exclusive jurisdiction of the courts located within Orange County, California to resolve any dispute arising out of the Service or this Agreement.

14.      Indemnity

You agree to indemnify, defend, and hold harmless, Repio, its subsidiaries and affiliates, and each of their managers, members, directors, officers, stockholders, agents, vendors, contractors, partners and employees, from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with your use of the Service, your conduct in connection with the Service or with other users of the Service, or any violation of this Agreement by you.

15.      No Agency

No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

16.      Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Websites or the Service ("Submissions"), provided by you to Repio are non-confidential and shall become the sole property of Repio. Repio shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

17.      The following additional Policies and Terms are incorporated herein by reference:

                    (a)              Repio Privacy Policy: Privacy Policy

                    (b)              No other policies at this time.

18.      Miscellaneous

This Agreement constitutes the entire agreement between you and Repio regarding your use of the Service, superseding any prior agreements between you and Repio relating to your use of the Service. The failure of Repio to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Any rights to your Member Account or contents within your Member Account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

18.      Contact Us

If you need to contact us regarding this Agreement, we can be reached by emailing us at support@repio.com.

© Copyright 2009-2017. Repio, Inc. All Rights Reserved. Patent No. 8,126,904, 8,214,380   Terms of Use, Copyright Policy and Privacy Policy
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