Preamble: Acceptance of the terms
This agreement (“Terms”) governs the access to and use of the website, services and content offered through the website controlled and managed by Rephop Ltd. rephop.com and any other website or service that refers to this agreement (“Services”). These Terms apply to all current and future versions and all users of the Services, including the authorized users of the Services. These Terms are binding on any use of the Service and apply to You from the moment You are provided with the access to the Service.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Services. You are deemed to have the legal capacity to enter into this Agreement.
THIS AGREEMENT BECOMES EFFECTIVE BY YOUR ACCESS OR USE OF THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICES.
Rephop Ltd. reserves the right to revise or amend these terms from time to time. In such cases, You will receive appropriate notification of the changes via your contact details on Your User Account. You agree that we may provide to you any required notices, agreements, and other information concerning the Services electronically.
BY YOUR CONTINUED ACCESS OR USE OF THE SERVICES YOU AGREE TO BE BOUND BY THE TERMS OF THE REVISED AGREEMENT. IF YOU DO NOT AGREE TO THE REVISED TERMS, YOU MAY NOT USE THE SERVICES.
Article 1 – DEFINITIONS
- In these Terms the following words and expressions shall have the meaning hereby assigned to them, except where the context clearly requires otherwise: “Affiliate” means any other person or entity, directly or indirectly owned or controlled by a registered or authorized user, under the same direct or indirect ownership or control as the registered or authorized user. Ownership or control of Affiliate shall exist through direct or indirect ownership irrespective of the value, voting rights or any other rights.
- “Agreement” means an agreement regarding the Services defined herein on the delivery of such Services by Rephop Ltd. to the User or the Authorized User, including all changes and amendments thereto after the date of these Terms becoming binding to the User or Authorized User.
- “Authorized user” means any person who has the right to use the Services, as designated by the User and approved by the Service Provider.
- “Confidential Information” means any information clearly in writing defined as such, information in any form or media where the nature of the information makes it obvious that it is confidential. Confidential information includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party. For more information, please visit Privacy and Security Policy. The fact of conclusion of this Agreement is not treated as confidential information.
- “Data” means any data uploaded or inserted into the User Account, Database or Website irrespective of the place of storage.
- “Database” means a collection of independent works, data or other materials arranged in a systematic or methodical way and individually accessible by electronic or other means.
- “Fees” means remuneration paid to the Service Provider for the use of the Services.
- “Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, whether registered or unregistered.
- “Services” means the provision of access to the online consolidation and reporting services platform and use of the software as made available (as may be changed or Upgraded from time to time by the Service Provider) via the Website, including any training, maintenance, operational support and other services to the Users that may be requested from time to time.
- “Service Provider” means Rephop Ltd., a limited liability company incorporated under the laws of the Republic of Estonia with a registered seat in Tallinn, Estonia, or its current or future Affiliates.
- “You” means the User, and where the context permits, an Authorized User. “Your” has a corresponding meaning.
- “Upgrade” means a new release of the Software as used by the User or Authorized User. A release means a modification to the Software which provides functional or performance improvements and/or which may incorporate corrections of errors. Upgrade may contain optional, new features or new functionality and may require project work. It also includes a routine type of software release, including maintenance upgrade, database update, service release, service pack, minor feature(s) or a fix to the Software.
- “Personal Data” means any information relating to an identified natural person, as more extensively defined in the European Union Data Protection Directive (95/46/EC or its successor). However, Personal Data only refers to personal data of the Users that are directly related to the Services provided under this Agreement, not to any other personally identifiable data processed by the Users.
- “User” means the person who registers to use the Services or manages the User Account, including any entity or person on whose behalf that person registers to use the Service.
- “User Content” means any data uploaded or inserted into the User Account, Database or Website by the User or an Authorized user.
- “User Account” means collection of information that allows the User or an Authorized User to access the Services.
- “Website” means the Internet site at the domain repohop.com or any other site operated by the Service Provider or its Affiliates.
- “Writing” or “Written” means any hand-written, type written, or printed communication, including email and facsimile transmission.
Article 2 – USE OF THE SERVICES
- The Service Provider grants You the right to access and use the Service via the Website with the particular user role available to You, as determined by You or the User. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. The personal, non-exclusive, non-transferable, limited, and revocable right to access the Services is subject to that (i) You agree to and comply with these Terms and the Privacy and Security Policy (ii) Your use is exclusively for business purposes, (iii) You will not copy or distribute any part of the Service in any medium without the prior written consent of the Service Provider, and (iv) You will not alter or modify any part of the Services.
- The Services are provided to You as is and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.
- The use of the Services requires Internet access. You are solely responsible to ensure that Internet access is available. You understand that You will be accountable for any costs arising from the transfer of data originating from the access to and the use of the Services. The Service Provider recommends verifying applicable charges with your Internet service provider or mobile carrier before use of the Services.
- It is Your responsibility to assure that the information regarding Users and Authorized users on the User Account are correct, the persons so indicated are lawfully allowed to enter into this Agreement and legally bind the entity on whom behalf they act irrespective of their legal relationship with that entity. You understand and acknowledge that the Service Provider has limited capabilities to verify the legal relations between the Users and Authorized Users and any entity they represent.
- By the use of the Services, You acknowledge and accept that User Content may be stored and maintained on a server physically not controlled by the Service Provider.
- You shall comply with all the laws and regulations as applicable to You. In no event shall you understand that the Service Provider is taking over any of Your obligations under any relevant laws or regulations as applicable to You.
- The Service Provider is obliged to secure that the User has access to the Website, Databases, Data and User Content at all times.
- Article 2.7 shall not apply in cases where (i) the User has not complied with any of the terms to this Agreement; (ii) there are Fees due but outstanding; (iii) there is a planned Upgrade for which the User had been notified 10 days in advance through the User Account.
- The Service Provider is obliged to take all measures to protect User Content from unauthorized access but is not obliged to reveal any of its tools or features used for security purposes to any User or Authorized User.
- he Service Provider is obliged to maintain back-up copies of the Data and User Content as described in the Privacy and Security Policy. The User and an Authorized User are obliged to keep records, whether physical or on an electronic medium, that are used to create User Content.
- The Service Provider reserves the right at any time to change, interrupt, stop, or block Users or Authorized Users, temporarily or permanently, from any part of the Services, as well as to terminate access or suspend User Accounts, with or without prior notice.
- Article 2.11 shall apply in cases where (i) there are Fees due but outstanding, (ii) such action is necessary for the purposes of maintenance of provision of Services, (iii) such action is necessary to avoid loss of Data, Content or User Content, (iv) to manage security risks, data breaches or any type of offensive maneuver against the Service Provider, its Websites or servers it uses.
- In the event of Your violation of these Terms or Privacy and Security Policy, the Service Provider may remove, block or permanently delete parts or all of the User Content currently stored in the Database without prior notice and do so at its sole discretion.
Article 3 – ASSIGNMENT
- These Terms, and any rights or licenses granted hereunder, shall not be transferred or assigned by You, but may be assigned by the Service Provider without any restriction.
Article 4 – INTELLECTUAL PROPERTY
- You acknowledge that all content accessible via the Website, either included in the Database or otherwise presented online, except for all User Content, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (‘Content’) and the trademarks, service marks and trade names contained therein, are owned by or licensed to the Service Provider and are subject to copyright and other intellectual property rights under the laws of the Republic of Estonia and foreign laws and international conventions.
- Title to, and all Intellectual Property Rights in, the User Content remain Your property.
- You grant the Service Provider free license to use, copy, transmit, store, and back-up Your User Content and Personal Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of Services to You. The parties do not consider or treat the transmission and maintaining of the User Content and Personal Data in servers outside of the Service Provider's direct control as breach of such license.
- You agree not to circumvent, disable or otherwise interfere with security related features of the Services or features that prevent or restrict the use of, or copying of any Data, Content, User Content or enforce limitations on the use of the Services or the Content contained therein.
Article 5 – LIMITAION OF LIABILITY
- The limitation of liability in this Article shall not apply (i) in case of gross negligence or wilful misconduct by the Service Provider or (ii) in case of the breach of any confidentiality obligations as agreed under this Agreement. For the avoidance of doubt, the limitation of liability under Article 5 shall not release the User from full and timely payments of due Fees irrespective whether the User or its designated Authorized User uses the Services or not.
- The limitation of liability under Article 5 is intended to be valid to the fullest extent allowed by mandatory applicable laws. Each User acknowledges that the waivers contained within Article 5 reflect the allocation of risks between the User and the Service Provider and forms an essential part of the Terms without which the Fees would be significantly higher.
- You agree to defend, indemnify, and hold harmless the Service Provider, its Affiliates, and their employees, contractors, officers, directors, and agents from and against any and all claims, liabilities, and expenses (including but not limited to attorneys' fees) that arise from: (i) Your misuse of and invalid access to the Services; (ii) Your violation of any term of these Terms; (iii) Your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim from any third party which is based on their use of Your User Content.
- In no event shall the Service Provider held liable for costs or damages incurred in connection with transfer of User Content from the User's or Authorized User's computers or applications to the User Account.
- You understand, and acknowledge that You are responsible for the correctness of the User Content. The Service Provider shall not be held liable for any incorrectness in the User Content. User (independently or through Authorized Users) is obliged to verify the correctness of the information generated or collected by or through the use of the Services.
- In no event shall the Service Provider be obliged to cover Your loss or damages exceeding five times monthly Fees provided that all the Fees have been fully and duly paid. In case of any undue payment, whether current or historical, the claim for any damages shall not exceed twice the monthly Fees.
- The Service Provider excludes all liability and responsibility to You for any loss or damages caused by the use of the Services during Your trial period.
- This defense and indemnification obligation will survive these Terms and Your use of the Service. You agree to cooperate with us in asserting any available defenses, regardless of whether we seek indemnification from you, in any matter subject to this indemnification provision.
- The Service Provider may provide links to third party Internet sites and services through the use of Services or the Website. Linked sites are not under the control of the Service Provider, for this reason, the Service Provider is not responsible for the contents of any linked site, including without limitation any link contained on a linked site, or any changes or updates to a linked site. The Service Provider is not responsible for any other form of transmission received from any linked site nor if the linked site is not working appropriately. The Service Provider is providing linked sites only as a convenience, and the inclusion of any link does not imply endorsement by the Service Provider of the site or any association with its operators, or guarantee that the content contains accurate information.
- You acknowledge and agree that the Service Provider 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 the use of, or reliance upon, such linked sites or goods or services available on or through any linked sites. Linked sites are subject to their applicable privacy statements and terms.
- The Service Provider is not liable to You or to any third party for any changes, interruptions, suspensions or discontinuances resulted from an Upgrade. The same applies in case interruptions, suspensions or discontinuances derive from security related reasons.
Article 6 –CONFIDENTIALITY AND DATA PRIVACY AND SECURITY
- All Confidential Information shall not be disclosed or made available to any third party without prior written consent from the other party, unless legally requested by public authorities.
- All confidentiality obligations shall survive these Terms.
- Confidential Information does not include information that (i) becomes publicly available or accessible other than by breach of this Agreement; or (ii) is obtained from a third party that has legal obligation for the non-disclosure.
- The Service Provider maintains a Privacy and Security Policy that stipulates parties' rights and obligations with respect to Personal Data, security and other measures to protect User Content. Upon the use of the Services, You are deemed to have read, understood, acknowledged and accepted the Privacy and Security Policy.
- Upon the use of the Services, You are deemed to have read, understood, acknowledged and accepted the Privacy and Security Policy.
Article 7 – BREACH OF THE AGREEMENT
- Your right to use the Service terminates automatically if You violate these Terms or any rules or guidelines in connection with the Services made available on the User Account or Website of the Service Provider. In this case the Service Provider reserves the right, in its sole discretion, to suspend or terminate Your access to all or part of the Services with or without notice.
- Your right to use the Service terminates automatically if You have not paid the Fees duly. Unpaid Fees may result in loss of User Content as the Service Provider is no longer obliged to maintain or store User Content. Please visit our Privacy and Security Policy for more information.
- You may terminate Your User Account and access to the Services at any time without the need to provide reasons. Any Fees paid by you prior to Your termination are non-refundable.
Article 8 – MISCELLEANOUS
- All communication between the parties is considered received by the other party if it was made available on the User Account or sent via e-mail to the User as provided by You on the User Account. Information sent to You is deemed to be received in 24 hours after the information was made available on the User Account or after the email was sent.
- The captions at the head of each Article are for convenience and reference only and do not form part of these Terms and shall not carry any legal or contractual effect. Words importing the singular also include the plural and vice versa where the context so requires.
- If any term or provision of this Agreement shall be declared invalid in arbitration or by a court of competent jurisdiction, such invalidity shall be limited solely to the specific term or provision invalidated, and the remainder of this Agreement shall remain in full force and effect, according to its terms and conditions.
- These Terms shall be governed by and interpreted in accordance with the laws of the Republic of Estonia. If any dispute shall arise between You and the Service Provider pursuant to any provision of these Terms, such dispute shall be settled in accordance with the laws and regulations of the Republic of Estonia.
- Please note that by agreeing to these Terms, You are waiving claims that you might otherwise have against the Service Provider based on the laws of other jurisdictions and irrevocably consent to the exclusive jurisdiction of, and venue in, courts in the Republic of Estonia over any disputes or claims You may have with the Service Provider.
- If it turns out that a particular term is not enforceable, this will not affect any other terms.