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Terms and Conditions
These Terms and Conditions
explain the contractual Agreement between you and Repaccess regarding your use
of Repaccess's website. This
Agreement is effective as of the first date you commence use of the Repaccess
system. In the event that you are already utilizing the Repaccess system, these
terms are effective with your continued use after posting at www.Repaccess.com.
BY UTILIZING AND/OR CONTINUING
TO UTILIZE THE REPACCESS SYSTEM, YOU AGREE THAT YOU HAVE READ AND ACCEPTED THESE
TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A
COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE
TERMS GOVERNING THE USE OF THE SERVICE. THE TERM "YOU" REFERS TO: (1) THE
COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, OR (2) AN INDIVIDUAL,
IN THE CASE OF A NON-LEGAL ENTITY, AS DEFINED IN THE INFORMATION PROVIDED TO
REPACCESS ON THE SYSTEM INFORMATION PAGES. THE TERM "WE" REFERS TO REPACCESS. IF
YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT UTILIZE THE REPACCESS
SYSTEM.
BEFORE COMMNECING USE OF THE
REPACCESS SYSTEM, YOU MUST ASCERTAIN THAT THE SERVICE WILL MEET YOUR SPECIFIC
FUNCTIONAL REQUIREMENTS. THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY
KIND, AND WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY OR REPRESENTATION
REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THAT
THE SERVICE WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY,
SECURE OR ERROR FREE.
DESCRIPTION OF SERVICES.
Repaccess licenses its
appointment scheduling and resource management software to certain customers as
a hosted application (the "Service"). We create a customized online scheduling
application (the "Scheduler"), help train you in its use and administration, and
host it at a third-party data center for access by users that you authorize (the
"Users" and "Customers"). To use the Service, you must obtain access to the
World Wide Web, either directly or through devices that access web-based
content, and pay any service fees associated with such access. You must provide
all equipment necessary to make such connection to the World Wide Web, including
a computer and Internet access.
As part of the Scheduler
configuration, you will select a login name, login password, and Company
information. Although we will make every effort to assign to you the name,
password, and company information that you select, we reserve the right to
reject any of your choices if it has been previously assigned to another user or
if Repaccess, in its sole discretion, deems such data or information offensive.
CONTACT INFORMATION
In consideration of your use of
the Service, you agree to provide Repaccess with complete and accurate contact
information. This information includes your legal company name, street address,
e-mail address, name, and telephone number.
You agree to update this information within thirty (30) days of any
change to it. If the contact information you have provided is false or
fraudulent, we reserve the right to terminate this Agreement and your access to
the Service and Scheduler in addition to any other legal remedies.
TERMINATION FOR CAUSE
Repaccess may deny you access
to all or part of the Service without notice if you engage in any conduct or
activities that Repaccess believes in its sole and absolute discretion violates
applicable law or any terms of this agreement. You agree that any termination of
your access to the Service and your Scheduler hosted by Repaccess under any
provision of this Agreement may be effected without prior notice, and
acknowledge and agree that Repaccess may immediately deactivate or delete your
account and all related information and files in your account and/or bar any
further access to such files or the Service. Further, you agree that Repaccess
shall not be liable to you or any third-party for any termination of your access
to the Service or your Scheduler.
LICENSE GRANTS
Repaccess grants you a
non-exclusive, non-transferable worldwide right to use the Service, subject to
the terms of this Agreement. You grant to Repaccess the non-exclusive,
worldwide, right to use, copy, store, transmit and display Your Data solely to
the extent necessary to provide the Service as requested by you. You shall not
(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise
make available to any third party the Service or the Content, or (ii) modify or
make derivative works based upon the Repaccess Technology or the Content. All
rights not expressly granted to you are reserved by Repaccess and its licensors.
REPACCESS OWNERSHIP
Repaccess alone (and its
licensors, where applicable) shall own all right, title and interest, including
all related Intellectual Property Rights, in and to the Repaccess Technology,
the Content and the Service and any suggestions, ideas, enhancement requests,
feedback, recommendations or other information provided by you or any other
party relating to the Service. Such rights extend to any system modifications
and/or system features added at your request. This Agreement is not a sale and
does not convey any rights of ownership in or related to the Service, Repaccess
Technology or Intellectual Property owned by Repaccess to you. The Repaccess
name, the Repaccess logo, and the product names associated with the Service are
trademarks of Repaccess or third parties, and no right or license is granted to
use them.
YOUR RESPONSIBILITIES
You are responsible for any and
all activities that occur under your Scheduler. You shall: (i) notify Repaccess
immediately of any unauthorized use of any password or account or any other
known or suspected breach of security; (ii) report to Repaccess immediately and
use reasonable efforts to stop immediately any copying or distribution of
Content that is known or suspected by you; (iii) assure that use of the Service
shall at all times comply with all applicable local, state, federal, and
international laws, regulations, and conventions, including without limitation
those related to data privacy, international communications, and the exportation
of technical or personal data; and (iv) not impersonate another Repaccess user
or provide false identity information to gain access to or use the Service.
Repaccess reserves the right to take any action it deems appropriate with
respect to Content posted on your Scheduler. Such action is taken at the sole
discretion of Repaccess and may include, but not be limited to, termination of
your rights of use.
YOUR DATA
All data submitted by you to
the Service, whether posted by you, Users, Customers or other third parties,
shall remain the sole property of you or such third parties, as applicable,
unless specifically notified in advance. You, not Repaccess, shall have sole
responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness and copyright of all Your Data, and Repaccess shall not be
responsible or liable for the deletion, correction, destruction, damage, loss or
failure to store any Data. In the event that you terminate this Agreement (other
than by reason of a breach by you), Repaccess will make available to you a file
of the Your Data within 30 days of termination notice if you so request.
Repaccess reserves the right to withhold, remove and/or discard Your Data
without notice for any breach, including, without limitation, your non-payment.
Upon termination for cause, your right to access or use Your Data immediately
ceases, and Repaccess shall have no obligation to maintain or forward any of
Your Data.
REPRESENTATIONS AND WARRANTIES
Each party represents and
warrants that it has the legal power and authority to enter into this Agreement.
Repaccess represents and warrants that it will provide the Service in a manner
consistent with general industry standards reasonably applicable to the
provision thereof. You represent and warrant that you have not falsely
identified yourself nor provided any false information to gain access to the
Service and that you will comply with the terms of this Agreement.
MUTUAL INDEMNIFICATION
You shall indemnify and hold
Repaccess, its licensors and each such party's parent organizations,
subsidiaries, affiliates, officers, directors, employees, attorneys and agents
harmless from and against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and costs) arising out of or
in connection with: (i) a claim alleging that use of the Your Data infringes the
rights of, or has caused harm to, a third party; (ii) a claim, which if true,
would constitute a violation by you of the representations and warranties; or
(iii) a claim arising from the breach by you or Users of this Agreement,
provided in any such case that Repaccess (i) gives written notice of the claim
promptly to you (ii) gives you sole control of the defense and settlement of the
claim (provided that you may not settle or defend any claim unless it
unconditionally releases Repaccess of all liability and such settlement does not
affect Repaccess's business or Service); (iii) provides to you all available
information and assistance; and (iv) has not compromised or settled such claim.
Repaccess shall indemnify and
hold you and your parent organizations, subsidiaries, affiliates, officers,
directors, employees, attorneys and agents harmless from and against any and all
claims, costs, damages, losses, liabilities and expenses (including attorneys'
fees and costs) arising out of or in connection with: (i) a claim alleging that
the Service directly infringes a copyright, a U.S. patent issued as of the
Effective Date, or trademark of a third party; (ii) a claim, which if true,
would constitute a violation by Repaccess of the representations or warranties;
or (iii) a claim arising from breach of this Agreement by Repaccess; provided
that you (a) promptly give written notice of the claim to Repaccess; (b) give
Repaccess sole control of the defense and settlement of the claim (provided that
Repaccess may not settle or defend any claim unless it unconditionally releases
you of all liability); (c) provides to Repaccess all available information and
assistance; and (d) has not compromised or settled such claim. Repaccess shall
have no indemnification obligation, and you shall indemnify Repaccess pursuant
to this Agreement, for claims arising from any infringement arising from the
combination of the Service with any of your products, service, hardware, or
business process(s).
PRIVACY
Repaccess holds information
about you, your business, customers, employees, and Users in strict confidence.
Repaccess’s privacy policy may be viewed at www.repaccess.com. Repaccess
reserves the right to modify its privacy policy in its reasonable discretion
from time to time.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND
AGREE THAT: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. REPACCESS EXPRESSLY DISCLAIMS
ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. Nor does Repaccess guarantee that any information,
software, or other material accessible from or related to the Service is free of
viruses, worms, or other harmful components.
REPACCESS MAKES NO WARRANTY
THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (iv) ANY
ERRORS IN THE SOFTWARE RELATED TO THE SERVICE WILL BE CORRECTED. REPACCESS
PROVIDES YOU THE ABILITY AND STRONGLY RECOMMENDS THAT YOU REGULARLY BACK-UP ALL
DATA VIA REPORTS AND EXCEL FILES TO PRESERVE YOUR DATA.
NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REPACCESS SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS.
INTERNET DELAYS
THE SERVICE MAY BE SUBJECT TO
LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND
ELECTRONIC COMMUNICATIONS. REPACCESS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY
FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
RELEASE; LIMITATION OF
LIABILITY
Other than as set forth herein,
Repaccess is not directly involved in the actual transaction between you and
your Customers using the Service and your Scheduler. Repaccess has no control
over the quality or legality of the appointments made, or the truth or accuracy
of the user registrations. Repaccess cannot ensure that your Customers will
honor their appointments. Because we are not involved in the actual direct
transaction between you and your Customer, in the event that you have a dispute
with one or more Customers, you release Repaccess (and our officers, directors,
agents, subsidiaries and employees) from claims, demands and damages (actual and
consequential) of every kind and nature, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising out of or in any way connected
with such disputes. If you are a California resident, you waive California Civil
Code Section 1542, which says: "A general release does not extend to claims
which the creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his
settlement with the debtor." YOU EXPRESSLY UNDERSTAND AND AGREE THAT REPACCESS
SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF REPACCESS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (a) THE USE OR THE
INABILITY TO USE THE SERVICE OR YOUR SCHEDULER; (b) THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR
SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO
THROUGH OR FROM THE SERVICE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; OR (d) ANY OTHER MATTER RELATING TO THE SERVICE OR YOUR
SCHEDULER. IN NO EVENT SHALL REPACCESS'S TOTAL CUMULATIVE LIABILITY EXCEED THE
AMOUNT PAID BY YOU FOR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD
PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.
ADDITIONAL RIGHTS
Certain states and/or
jurisdictions do not allow the exclusion of implied warranties or limitation of
liability for incidental or consequential damages, so the exclusions set forth
above may not apply to you.
ASSIGNMENT
This Agreement may not be
assigned by you without the prior written approval of Repaccess but may be
assigned by Repaccess to (i) a parent or subsidiary, (ii) an acquirer of assets,
or (iii) a successor by merger. Any purported assignment in violation of this
section shall be void.
OUR RELATIONSHIP
No agency, partnership, joint
venture, employee-employer or franchiser-franchisee relationship is intended or
created between you and Repaccess by this Agreement. This Agreement is between
Repaccess and you and is not intended to be for the benefit of any third party.
COMPLIANCE WITH LAWS
You shall comply with all
applicable laws, statutes, ordinances and regulations regarding your use of the
Service, your Scheduler, and posting and retrieval of Content (including without
limitation those governing interstate commerce, export control, unfair
competition, or false advertising). If there are applicable fees and taxes you
incur to access the Services, including without limitation all applicable sales,
use, gross receipts, and excise taxes, you are solely responsible for their
payment.
JURISDICTION; GOVERNING LAW
This Agreement shall for all
purposes be governed, interpreted, construed and enforced in accordance with the
law of the State of Colorado, USA. You hereby agree that the courts located in
Denver, Colorado, USA shall constitute the sole and exclusive forum for the
resolution of any and all disputes arising out of or in connection with the use
of the Service and you hereby consent to the jurisdiction of such courts and
irrevocably waive any objections thereto. In any action to enforce the
provisions of these Terms and Conditions, the prevailing party shall be entitled
to costs and attorneys fees. Regardless of where you access the Service, you
agree to comply with all applicable laws of the United States of America,
including those regarding the export of data and software. You are also
responsible for complying with all other laws, rules and regulations that may be
applicable to your use of the Service.
NOTICE
Repaccess may give notice by
means of a general notice on the Service, electronic mail to your e-mail address
on record in Repaccess’s account information, or by written communication sent
by first class mail or pre-paid post to your address on record in Repaccess’s
account information. Such notice shall be deemed to have been given upon the
expiration of forty-eight (48) hours after mailing or posting (if sent by first
class mail or pre-paid post) or twelve (12) hours after sending (if sent by
email). You may give notice to Repaccess (such notice shall be deemed given when
received by Repaccess) at any time by any of the following: email to
info@repaccess.com.
MODIFICATION OF TERMS
Repaccess reserves the right to
change the terms and conditions of this Agreement or its policies relating to
the Service at any time and shall notify you by posting an updated version of
this Agreement on the Service. You are responsible for regularly reviewing this
Agreement. Continued use of the Service after any such changes shall constitute
your consent to such changes.
MISCELLANEOUS PROVISIONS
This Agreement constitutes the
entire agreement between Repaccess and you and governs your use of the Service,
superceding any prior agreements between you and Repaccess. If any provision of
the Agreement is held to be invalid or unenforceable, such provision will be
struck and the remaining provisions enforced. Headings are for reference
purposes only. Our failure to act with respect to a breach by you or others does
not waive our right to act with respect to subsequent or similar breaches. By
using the Service, you represent and warrant that you can form legally binding
contracts under applicable law. This Agreement and all writings incorporated by
reference into the Agreement, set forth the entire understanding and agreement
between you and Repaccess with respect to the subject matter hereof. 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 must be filed within one
(1) year after such claim or cause of action arose or be forever barred.
DEFINITIONS
As used in this Agreement and
in any Order Forms now or hereafter attached hereto; "Agreement" means this
Terms of Use agreement and any Order Forms executed with Repaccess. "Repaccess
Technology" means all of Repaccess's proprietary technology (including software,
hardware, products, processes, algorithms, user interfaces, know-how,
techniques, designs and other tangible or intangible technical material or
information) made available to you by Repaccess in providing the Service and
your Scheduler;
"Content" means the audio and
visual information, documents, software, products and services contained or made
available to you in the course of using the Service;
"Customer(s)" means anyone
authorized by you to use the Service and your Scheduler to book and confirm
appointments or reservations for themselves.
"Intellectual Property Rights"
means unpatented inventions, patent applications, patents, design rights,
copyrights, trademarks, service marks, trade names, domain name rights, mask
work rights, know-how and other trade secret rights, and all other intellectual
property rights, derivatives thereof, and forms of protection of a similar
nature; "Scheduler" means your customized online scheduling application based on
Repaccess’s software, hosted by Repaccess at its data center, and accessed by
Users and Customers via a URL assigned to you. "Service" means the online
appointment and reservations scheduling service developed, operated, and
maintained by Repaccess accessible via http://www.repaccess.com or other
designated web site or IP address or ancillary services rendered to you by
Repaccess, to which Users and Customers are being granted access under this
Agreement, including the Repaccess Technology, the Scheduler, and the Content;
"User(s)" means you, your
employees, representatives, consultants, contractors or agents who are
authorized by you to use the Service to book appointments and reservations on
behalf of Customers, and to administer and manage your Scheduler.
"Your Data" means any data,
information or material provided or submitted by Users, and any registration
information and appointment data provided or submitted by Customers or by Users
on behalf of Customers, to your Scheduler in the course of utilizing the
Service.
QUESTIONS OR ADDITIONAL
INFORMATION
If you have questions regarding
this Agreement or wish to obtain additional information, please send an e-mail
to info@repaccess.com.
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