TERMS AND CONDITIONS

Last updated: March 03, 2017

Please read these Terms and Conditions ("Terms", "Terms and Conditions", “Agreement”) carefully before using the REP mobile application (the "Service") operated by PAIRED, LLC ("us", "we", or "our").


Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you do not have permission to access the Service. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.

REP, in its sole discretion, may revise, modify, and change these Terms. It is your responsibility to periodically review the most up-do-date version. By continuing to use the Service after those changes are made, you are expressing and acknowledging your acceptance to the changes.

1. COMMUNICATIONS

By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

2. SERVICE

REP is a venue for people and entities to buy or sell advertising, marketing, and other such services from other users occasionally referred to as “influencers.” You acknowledge that REP does not sell any services directly to you. REP facilitates and makes available the purchase of services between you and other users or “influencers” through the Service. REP retains a percentage of the services purchased by you from other users (“Service Fee”). If you purchase any service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, and your billing address. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

The Service may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy. We reserve the right to add and remove features to and from the Service or to discontinue the Service in its entirety. The Service may contain links to third party websites that are not owned or controlled by us and we have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites.

We reserve the right to refuse or cancel your Purchase at any time for reasons including but not limited to: service availability, errors in the description or price of the service, error in your order, non-performance of the service provider, or other reasons within our sole discretion. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected. We reserve the right to change, at any time and in our sole discretion, the Service Fee. Changes to the Service Fee are effective after we post notice of the changes on the Service.

3. ELIGIBILITY TO USE THE SERVICES

Users under the age of 18 are not eligible nor permitted to use the Service without consent. Users between the ages of 13 and 17 can use the Service with the consent and supervision of a parent or legal guardian who is at least 18 years old, provided such parent or legal guardian also agrees to be bound by the Terms and agrees to be responsible for such use of the Services. Users suspended from using the Services, or users with terminated accounts, are not eligible to use the Service. REP reserves the right to refuse use of the Service to anyone and to reject, cancel, interrupt, remove or suspend any Service offered by any user at any time for any reason without liability.

4. DISPUTES BETWEEN USERS

Users who have agreed to perform services on the behalf of another person or entity are legally bound to perform on any promise or commitment made. Thus, the agreement of a user to perform services on behalf of another person or entity is a legally binding contract. The failure to perform is a breach of contract. If a user is unable to perform or fulfill any of its commitments to a person or entity, such user will work with the person to entity to reach a mutually satisfactory resolution, which may include refunding all or part of the Purchase. Please note that upon the Purchase of services, the agreed purchase price will be dispersed to the user providing such services.

PAIRED, LLC, is under no obligation to become involved in disputes between a user and another person, entity, or other third-party. In the event of any dispute, a user may file a complaint through the Service and we may attempt, in our sole discretion, to participate in the resolution of such dispute. However, we are under no obligation to do so. We may assist in the recovery of a refund however, a refund is not guaranteed. You are using the Service at your own risk and on an “AS IS” and “AS AVAILABLE” basis. PAIRED, LLC has no obligation and shall not refund any or all of the Service Fee.

5. TAXES

Taxing authorities may classify Purchases on the Service as taxable income to the user and any beneficiary who will receive funds directly from the Purchase. You are solely and entirely responsible for any tax obligations that may arise through your use of the Service. You expressly and unequivocally release PAIRED, LLC, from any liability whatsoever for your tax liabilities through use of the Service.

6. AVAILABILITY, ERRORS AND INACCURACIES

We are constantly updating the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.

We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

7. CONTENT

Our Service allows you to link, store, share and otherwise make available certain information, text, pictures, graphics, videos, or other material ("Content"). You are entirely responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.

By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright or otherwise violating these Terms.

PAIRED, LLC does not endorse Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaims any and all liability in connection with Content. We do not permit copyright infringing activities and infringement of intellectual property rights on the Service, and we will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. We reserve the right to remove content without prior notice.

You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and PAIRED, LLC’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and preform such Content as permitted through the functionality of the Service and under these Terms of Use. The above licenses granted by you in the Content you submit to the Service terminates within a commercially reasonable time after you remove or delete your Content from the Service. However, any removed or deleted Content that has been used by us pursuant to the granted license prior to such content’s removal or deletion shall remain licensed to us for as long as we and/or its users continue to use it, pursuant to the license granted in this Agreement. You understand and agree that TempoTrader may retain, but not display, distribute, or perform, server copies of your Content that have been removed or deleted and that do not fall within the scope of the preceding sentence.

PAIRED, LLC has the right but not the obligation to monitor and edit all Content provided by users. It shall be assumed that we are not monitoring your Content.

In addition, Content found on or through this Service are the property of PAIRED, LLC or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

8. ACCOUNTS

When you create or link a pre-existing account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer, mobile device, and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar, obscene, abusive, defamatory, pornographic, that is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to, violations of intellectual property rights, privacy rights or proprietary rights, or that includes personal data of third parties or is intended to solicit such personal data, is intended or does harass or bully other users or third parties.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel service orders in our sole discretion.

9. COPYRIGHT POLICY

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes on the copyright or other intellectual property rights ("Infringement") of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to support@repped.io, with the subject line: "Copyright Infringement" and include in your claim a detailed description of the alleged Infringement as detailed below, under "DMCA Notice and Procedure for Copyright Infringement Claims".

You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through the Service on your copyright.

10. DMCA NOTICE AND PROCEDURE FOR COPYRIGHT INFRINGEMENT CLAIMS

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
b. a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
c. identification of the URL or other specific location on the Service where the material that you claim is infringing is located;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
f. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

You can contact our Copyright Agent via email at support@repped.io.

11. INTELLECTUAL PROPERTY

The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of PAIRED, LLC and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior express written consent of PAIRED, LLC.

12. LINKS TO OTHER WEB SITES

Our Service may contain links to third party web sites or services that are not owned or controlled by PAIRED, LLC.

PAIRED, LLC has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites. We will not and cannot censor or edit the content of any third-party web site or services.

By using the Service, you acknowledge and agree that PAIRED, LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party web sites or services. To be clear, you expressly relieve us from any and all liability arising from your use of any third-party website or service.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

13. TERMINATION

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms.

If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

14. INDEMNIFICATION

You agree to defend, indemnify and hold harmless PAIRED, LLC and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service. This defense and indemnification obligation will survive these Terms and your use of the Service.

15. LIMITATION OF LIABILITY

IN NO EVENT SHALL PAIRED, LLC, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (III) ANY CONTENT OBTAINED FROM THE SERVICE; (IV) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES; AND (V) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. In no event will our total liability to you for all damages, losses or causes or action exceed one hundred United States dollars ($100.00).

The Service is controlled and offered by PAIRED, LLC from its facilities in the United States of America. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

16. WARRANTY DISCLAIMER

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE.

PAIRED, LLC, ITS SUBSIDIARIES, AFFILIATES, AND ITS LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, OR (VI) THAT USING THE SERVICE WILL MEET YOUR REQUIREMENTS.

For users in a jurisdiction that requires a specific statement regarding waiver and release then the following applies. For example, California residents must, as a condition of this Agreement, waive the applicability of California Civil Code Section 1542 for unknown claims which states: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." Each User hereby waives this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.

17. EXCLUSIONS

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

18. GOVERNING LAW

These Terms shall be governed and construed in accordance with the laws of Florida (the corporate headquarters of PAIRED, LLC), the United States, without regard to its conflict of law provisions. The Services shall be deemed a passive one that does not give rise to personal jurisdiction over PAIRED, LLC, either specific or general, in jurisdictions other than Florida.

19. ENTIRE AGREEMENT / SEVERABILITY

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

20. ASSIGNMENT

The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by any user, but may be assigned by PAIRED, LLC without restriction or consent.

21. ARBITRATION

PAIRED, LLC and You agree that any and all disputes or claims shall be resolved exclusively through final and binding arbitration. By using the Service, you are waiving the right to have your claim heard in the court of state or jurisdiction and you manifest your assent to arbitrate. Arbitrable claims are those that PAIRED, LLC asserts against a user and that a user asserts against PAIRED, LLC, any related or affiliated entity, and the officers, directors, agents or employees of any of them. To the maximum extent permitted by law, the you agree to arbitrate claims on an individual basis only, and they waive any right to bring, participate in, or recover under, a class, collective, consolidated or representative action. The arbitrator shall apply the Terms and the same substantive law to the dispute as a court would, and the same law of remedies. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either PAIRED, LLC or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. To begin an arbitration proceeding against PAIRED or a related party, you must send a letter requesting arbitration and describing the claim to PAIRED, LLC’s registered agent, 2711 Centerville Road, Suite 400. Wilmington, DE 19808. The arbitration will be conducted by the American Arbitration Association (AAA) under the rules applicable to the claim asserted, including but not limited to the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment and reimbursement of all filing, administration and arbitrator fees will be governed by the AAA’s rules. New Castle County, Delaware is the sole proper venue for arbitration; provided, however, that the arbitrator once selected shall have the authority to order the parties to arbitrate in a different venue for good cause shown, applying federal law for transferring venue on grounds of forum non conveniens. Except as otherwise provided by law or the AAA’s rules, the prevailing party in any arbitration will be entitled to receive from the non-prevailing party all of its reasonable attorneys’ fees and costs.

22. ENGLISH LANGUAGE

In the event of a conflict between this, the English language version of the Terms, and any foreign language translation versions thereof, the English language version of the Terms shall govern and control. All disputes, claims and causes of action (and related proceedings) will be communicated in English. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the U.S.

23. UNSOLICITED IDEA SUBMISSIONS

We welcome user submission of comments, reviews, or suggestions. A "submission" means any submission, comment, or suggestion (including, but not limited to, ideas, products, or services and suggested changes) made either to REP or to PAIRED, LLC about an existing service, or a feature of, or a proposed addition to, the REP platform.

All user submissions are non-confidential and non-proprietary and will be treated as non-confidential and non-proprietary. PAIRED, LLC and its users will have no express or implied obligation or liability of any kind concerning the submissions, including, for example, any use or disclosure of the submissions. We are entitled to the unrestricted use or disclosure of the submission for any purpose whatsoever, all without compensation or credit to the user that submitted the submission.

24. CHANGES

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we may notify users in the Service, by email, by means of a notice on the Service, or other places we think appropriate. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

25. CONTACT US

If you have any questions about these Terms, please contact us at support@repped.io or 424-260-6006