Last revised: July 2016

Thank you for using Repustate. By using this service ("Repustate API") or the Repustate Server Product ("Repustate Server") collectively known as "the Product", you agree to be bound by the following terms and conditions (the "Terms and Conditions").

The individual installing or using this software represents that he or she has authority to enter into this Agreement with Repustateon behalf of the Licensee, that he or she has read the terms and conditions set out herein and that the Licensee accepts and agrees to be bound by this Agreement. If the Licensee does not agree with the terms and conditions, the Licensee must not use or permit the use of the Product.

Definitions

Repustate means Repustate Inc. operating at 4950 Yonge Street Suite 2200, Toronto, Ontario Canada, M2N 6K1.

Authorized Machine means a single installation of a copy of the Repustate Server on a single physical computer.

Authorized Use means the defined number of copies or instances of the Repustate Server that may be used by Licensee, and where applicable, limited to the number of Authorized Machines, as designated in the Quote/Receipt/Invoice issued by Repustate.

Authorized User means a person or user account who is licensed to use the Repustate Server, regardless of whether that person is an employee, contractor, subcontractor, vendor, partner or customer of the Licensee.

Commencement Date means the date that Repustate processes payment of the License or Maintenance Fees from Licensee.

Repustate API The public web API that Repustate provides at the current endpoint, api.repustate.com

Repustate Server The distribution of the Repustate API as a virtual appliance for the purposes of installing on a single physical computer.

Product Representing both the Repustate API and the Repustate Server.

Protected Code means source code contained within the Product that is protected against access by Repustate.

Personal and legitimate uses only

The Product is made available to you for your personal and commercial use. You may not create any script or other automated tool that attempts to create multiple Repustate API accounts.

Furthermore, you may not use the Product in any manner that either directly or indirectly violates any laws or proprietary rights. This includes laws and proprietary rights in Canada, the United States as well as in other countries.

API Limitations

Repustate sets and enforces limits on your use of the APIs (e.g. limiting the number of API requests that you may make), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API by any means including, but not limited to, using multiple email accounts. If you would like to use any API beyond these limits, you must obtain Repustate's express consent (and Repustate may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact Repustate using this website.

Intellectual property

You agree not to remove, obscure, or alter Repustate's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Product. You also acknowledge that Repustate owns all right, title and interest in and to Repustate API, including without limitation all intellectual property rights (the "Repustate Rights"). The Repustate Rights include rights to the following: (1) the APIs developed and provided by Repustate and (2) all software associated with the Product. The Repustate Rights do not include the following: (1) third-party components used as part of the Product; or (2) software developed by you in conjunction with using the Product.

Publicity

So long as you comply with your obligations under this Agreement, you may indicate that a product or service that you created either used or is based on the Product provided that those products or services do not in Repustate's reasonable opinion (1) tarnish, infringe, or dilute Repustate's trademarks, (2) violate any applicable law, and (3) infringe any third-party rights. If you wish to use the Repustate trademark and/or logo in any other manner, you must first obtain Repustate's written consent.

Unless otherwise stated in a separate agreement between the Licensee and Repustate, Repustate reserves the right to:

  1. publish the logo of the Licensee on Repustate's website (https://www.repustate.com) denoting the Licensee as a user and customer of Repustate's API;
  2. issue one or more press releases and/or social media postings announcing any new Licensee; however, Repustate will not disclose terms of any contracts signed between Repustate and the Licensee.

Limitation of liability

Accordingly, you agree that Repustate shall have no liability arising from or based on your use of the Product.

Under no circumstances shall Repustate be liable to any user on account of that user's use or misuse of the Product. Such limitation of liability shall apply to prevent recovery of direct, indirect, incidental, consequential, special, exemplary, and punitive damages whether such claim is based on warranty, contract, tort (including negligence), or otherwise, even if Repustate has been advised of the possibility of such damages). Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on the Product, from inability to use the Product, or from the interruption, suspension, or termination of the Product (including such damages incurred by third parties). Such limitation shall apply notwithstanding a failure of essential purpose of any limited remedy and to the fullest extent permitted by law.

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

Indemnification

You hereby agree to indemnify, defend and hold Repustate, and its officers, directors, agents, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of your use of Repustate API, including, without limitation, reasonable attorneys' fees. You shall cooperate as fully as reasonably required in the defense of any claim. Repustate reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Licensee's Restrictions

Licensee will not, without the prior written consent of Repustate , which may be withheld in Repustate’s sole discretion and which may include certain conditions:

  1. decompile, reverse engineer, disassemble, analyze, modify, adapt, convert, create derivative works from, or otherwise attempt to derive, the Protected Code;
  2. sell, sublicense, redistribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine readable form the Product or any data/information provided to the Licensee through the Product to a person (except that nothing in clause (b) above is intended to prevent an Authorized User undertaking Authorized Use);
  3. vary or amend the Authorized Use without Repustate’s prior written approval;
  4. except as otherwise permitted in this EULA, publish, promote, broadcast, circulate or refer publicly to the Repustate name, trade name, trademark, service mark or logo
  5. commit any act or omission the likely result of which is that Repustate’s reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on Repustate’s interests.

In addition, the Product includes license protection mechanisms that are designed to manage and protect the intellectual property rights of Repustate. Licensee must not modify or alter those features to try to defeat the Product use rules that the license protection mechanisms are designed to enforce.

Term and termination

If you wish to terminate this Agreement, you may simply cease using the Repustate API service. Repustate may terminate this Agreement (and your account) at any time, with or without cause. If you are using the Repustate Server, or have a separate Agreement with Repustate any term and termination clauses stated in your Server agreement supercede this clause.

Governing Law

These Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario in the country of Canada. regardless of conflict of law provisions, and the parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the courts in Toronto, Ontario, Canada.

Privacy Policy

Repustate takes the protection and proper use of your personal information seriously. We respect your privacy and take great care to safeguard information in our possession. Any personal information that you provide when visiting this website will be treated according to the policy and will not be used for ends to which you have not agreed. You also have the right to refuse your consent in terms of the disclosure and use of certain personal information as indicated in the policy.

Your consent

Each time you use this website you are agreeing to the gathering, the use of and the disclosure of your personal information as described in this our current Privacy Notice.

Data retention

Any data sent to Repustate via the API, Excel spreadsheets or any other method supported by the API is not retained beyond the time needed to process the data and return a response to the Customer. At no time is this data shared with any 3rd parties nor is a copy made of it for archival purposes. Your IP address, time of request, size of request and other metrics related to specific, individual API requests are logged and stored for internal analytics purposes. This information is never shared with any 3rd parties.

What personal information about our customers does Repustate gather?

The information we learn from customers helps us personalize and continually improve your experience at Repustate. Below are listed the types of information we gather.

Information you provide:
We receive and securely store any information you enter on our websites or provide to us in any other way. We use the information that you provide for purposes such as gaining access to certain areas of the website, carrying out transactions for a personalized product, responding to your requests, customizing future shopping for you, improving our websites, and communicating with you. You can choose not to provide voluntary information. If you choose not to provide the requested personal information, you will not be able to access certain areas of the website and you will not be able to carry out transactions through the website.

Automatic information:
We receive and store certain types of information whenever you interact with us. For example, like many websites, we use "cookies," and we obtain certain types of information, when your web browser accesses our website. We use this information to remember you once you have logged into your account and to remember your shopping cart. No personally identifiable information is stored in the cookie. A number of companies offer tools designed to help you visit websites anonymously. Although we will not be able to provide you with a personalized experience at Repustate if we cannot recognize you, we want you to be aware that these tools exist.

Email Communications:
To help us make emails more useful and interesting, we often receive notice of your activity within an email if your computer supports such capabilities. If you do not want to receive email or other mail from us, please select the opt-out function on the email received, or sign-in to your account to change your preferences. Unless you opt-in to our email list, your email address is used strictly for transactional and informational purposes regarding your purchases and/or inquiries.

Does Repustate share the information it receives?

Information about our customers is an important part of our business. We only share customer information as described below.

Protection of Repustate and others:
We release account and other personal information when we believe release is appropriate to comply with the law; enforce or apply our Conditions of Use and other agreements; or protect the rights, property, or safety of Repustate, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction. Obviously, however, this does not include selling, renting, sharing, or otherwise disclosing personally identifiable information from customers for commercial purposes in violation of the commitments set forth in this Privacy Notice.

In case of sale or asset transfer:
Repustate can be implicated in the sale or the transfer of some of its commercial activities. In such a case, we can disclose your personal information with the buyer but will require that it protect the privacy of your personal information in conformity with this policy.

With your consent:
Other than as set out above, you will receive notice when information about you might go to third parties, and you will have an opportunity to choose not to share the information.

How secure is your personal information?

In order to protect the confidentiality of your personal information, we maintain appropriate safeguards and current security standards to protect your personal information. Due to the nature of the Internet and its technologies, the risks related to the security and protection of your privacy cannot be eliminated and we do not guarantee that your personal information will not be revealed by means other than those described in this policy. It is important for you to protect against unauthorized access to your account, to your password and to your computer. Be sure to log out of your account when finished, especially when using a shared computer.

Which information can you access?

We give you access to information about your account and your interactions with Repustate for the purpose of viewing and, in certain cases, updating that information. You may sign-in to your account to update personal information or change preferences.

Other websites

The website may contain links to other websites or Internet resources. When you click on one of those links, you will contact another website or Internet resource. Repustate has no responsibility or liability for or control over those other websites or Internet resources or their collection use and disclosure of your personal information.

Former users

If you cease using the website or if your permission to use the website has been terminated, Repustate can continue to use and disclose your personal information in conformity with this policy as modified from time to time. If you would like Repustate to stop sending you unsolicited emails or other information, please select the opt-out function on the email received.

Cancellations & Refunds

You are free to cancel your account at any time. If you are using a paid account, You will be billed for the period in which you cancel your account at a prorated amount based on the number of days into your 30 day monthly subscription. if you are using the Repustate Server, the cancellation terms outlined in your agreement supercede the terms in this clause.

Overage charges

If you are on a paid monthly account and exceed your monthly quota as defined at the time you signed up, you will be billed an amount equal to the number of API calls and/or social mentions by which you exceeded your quota multiplied by the effective per API call charge for your account plan with a 25% premium.

For illustrative purposes, if your monthly amount was $50, your monthly API limit was 10,000 calls and you made 12,000 calls for the month, your overage charge would be:
$50 / 10,000 * 2,000 * 1.25 = $12.50

Conditions of Use, Notices, and Revisions

Our business changes constantly and so too will our Privacy Notice and the Conditions of Use. You should check our website frequently to see recent changes. Unless stated otherwise, our current Privacy Notice applies to all information that we have about you and your account. We will never materially change our policies and practices to make them less protective of customer information collected in the past without your consent. The Conditions of Use governs your use of the website and contains important provisions, including disclaimers, limitations or exclusions of responsibility by Repustate about the use of the website and the provisions aiming at determining the applicable law and exclusive competence for the resolution of any disagreement resulting from the use of the website. Each one of these provisions applies to any dispute, which can result from this policy and the collection, use and disclosure of your personal information by Repustate and can have the same effect as if they had been reproduced directly in the present policy.

If you have any concern about privacy at Repustate please contact us with a thorough description, and we will try to resolve it.