Re-Plate.org Website Terms of Service Agreement
Last Updated Date: December 15, 2016
By accessing or using www.re-plate.org (“Website”), accessing or using any content, information, services, features or resources available or enabled via the Website (the “SERVICES”), clicking on a button or taking any other action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time on the Website; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract with Re-Plate; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Website or Services and to bind that entity to this Agreement. References to “you,” “User” and “Users” in this Agreement refer to all individuals and other persons who access or use the Website or Services, including, without limitation, any companies, organizations or other legal entities that access or use the Website or Services through their respective employees, agents or representatives. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Website or Services.
If you are accessing or using the Website or Services on behalf of an entity, your use of the Website and Services is also subject to any additional agreements that we have entered into with such entity (“Supplemental Agreements”). Such Supplemental Agreements are incorporated by reference into this Agreement. To the extent there is any conflict between this Agreement and a Supplemental Agreement, the terms of the Supplemental Agreement will control with respect to the subject matter of such agreement. Re-Plate reserves the right to modify this Agreement or its policies relating to the Website and Services at any time, effective upon posting of an updated version of this Agreement on the Website. You should regularly review this Agreement, as your continued use of the Website and Services after any such changes constitutes your agreement to such changes.
Use of the Re-Plate Properties
The Website, the Services, and the information and content available through the foregoing (collectively, the “Re-Plate Properties”) are protected by copyright laws throughout the world. Subject to this Agreement, Re-Plate grants you a limited license to use the Re-Plate Properties solely for your internal business purposes in connection with your use of the Services.
- Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Re-Plate Properties or any portion of Re-Plate Properties; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Re-Plate Properties (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Re-Plate’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Re-Plate Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Re-Plate Properties in order to build a similar or competitive website; (g) except as expressly stated herein, no part of Re-Plate Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Re-Plate Properties. Any future release, update or other addition to Re-Plate Properties shall be subject to this Agreement. Re-Plate reserves all rights not granted in this Agreement. Any unauthorized use of Re-Plate Properties terminates the licenses granted by Re-Plate pursuant to this Agreement. The termination provided in the foregoing sentence is not exclusive of any other rights or remedies that may be available to Re-Plate under law, equity, statute, or otherwise.
Registering Your Account. In order to access certain features of Re-Plate Properties you may be required to become a Registered User. For purposes of this Agreement, a “Registered User” is a User who has registered an account for our Services (“Account”).
Registration Data. In registering an Account, you agree to provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”) and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are of legal age to form a binding contract and not a person barred from using Re-Plate Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Re-Plate Properties by minors. You may not share your Account or password with anyone, and you agree to notify Re-Plate immediately of any unauthorized use of your password or any other breach of security and exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Re-Plate has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Re-Plate has the right to suspend or terminate your Account and refuse any and all current or future use of Re-Plate Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. Re-Plate reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Re-Plate Properties if you have been previously removed by Re-Plate, or if you have been previously banned from any of Re-Plate Properties.
Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Re-Plate.
Responsible Party for Content. You acknowledge that all content is the sole responsibility of the party from whom such content originated. This means that each User is entirely responsible for all content that such that User makes available through the Services (“User Content”). Re-Plate Properties. When you submithas no obligation to pre-screen any content. Without limiting the foregoing, Re-Plate reserves the right in its sole discretion to pre-screen, refuse, or remove any content. Re-Plate shall have the right to remove any content that violates this Agreement or is otherwise objectionable.
Ownership of Your Content. Re-Plate does not claim ownership of any User Content you make available on the Website Services (“Your Content”). However, when you as a User post or publish Your Content on or in the Services, you represent that you have all of the necessary rights to submit such content and to grant Re-Plate the following license. By submitting content, you hereby set forth in Section 3.3. Except with respect to Your Content, you agree that you have no right or title in or to any content that appears on or in the Services.
License to Your Content. Subject to any applicable Account settings that you select, you grant Re-Plate a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license right to use, modify, and publicly display Your Content for the purposes of operating, providing, and improving the Services. Note that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services.
Restrictions on User Conduct. You agree not to use the Services for any purpose prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third-party to) (a) take any action or (b) make available any content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Re-Plate’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; or (v) impersonates any person or entity, including any employee or representative of Re-Plate.
Investigations. Re-Plate may, but is not obligated to, monitor or review Re-Plate Properties and Content at any time. Without limiting the foregoing, Re-Plate shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such content violates this Agreement or any applicable law. Although Re-Plate does not generally monitor user activity occurring in connection with Re-Plate Properties or content, if Re-Plate becomes aware of any possible violations by you of any provision of this Agreement, Re-Plate reserves the right to investigate such violations, and Re-Plate may, at its sole discretion, immediately terminate your license to use Re-Plate Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
Re-Plate Properties. You agree that Re-Plate and its licensors own all rights, title and interest in Re-Plate Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Re-Plate Properties.
Trademarks. Re-Plate’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with Re-Plate Properties are the trademarks of Re-Plate and may not be used without the prior express written permission of Re-Plate. Other trademarks, service marks and trade names that may appear on or in Re-Plate Properties are the property of their respective owners.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Re-Plate (“Feedback”) is at your own risk and that Re-Plate has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Re-Plate a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
Third-Party Websites & Ads
The Website may contain links to third-party services such as third party websites or ads (“Third-Party Links”). When you click on such a link, we will not warn you that you have left the Website. Re-Plate does not control and is not responsible for Third-Party Links. Re-Plate provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk.
You agree to indemnify and hold Re-Plate, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Re-Plate Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your misuse of the Services; (c) your violation of this Agreement; or (d) your violation of any applicable laws, rules or regulations. Re-Plate reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Re-Plate in asserting any available defenses. You agree that the provisions in this section will survive any termination of this Agreement or your access to Re-Plate Properties.
Disclaimer of Warranties and Conditions
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF RE-PLATE PROPERTIES IS AT YOUR SOLE RISK, AND RE-PLATE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE RE-PLATE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RE-PLATE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE RE-PLATE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE RE-PLATE PROPERTIES ARE ACCURATE; (3) YOUR USE OF THE RE-PLATE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (4) ANY ERRORS IN THE RE-PLATE PROPERTIES WILL BE CORRECTED.
WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF ANY DONATIONS PROVIDED. BY ACCEPTING ANY DONATIONS, YOU ACCEPT SOLE RESPONSIBILITY FOR ALL RISKS ASSOCIATED WITH CONSUMPTION OF SUCH DONATIONS, INCLUDING WITHOUT LIMITATION, FOOD SICKNESS, ALLERGIC REACTION, AND DEATH.
YOU ACKNOWLEDGE AND AGREE THAT THE RE-PLATE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE RE-PLATE PARTIES LIABLE, FOR THE CONDUCT OF ANY THIRD PARTIES AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ANY RE-PLATE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH Re-Plate Properties OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT Re-Plate HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH: (1) THE USE OR INABILITY TO USE Re-Plate Properties OR (2) ANY OTHER MATTER RELATED TO Re-Plate Properties, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE Re-Plate Properties SHALL IN NO EVENT EXCEED the greater of (a) ONE HUNDRED DOLLARS ($100) or (b) THE TOTAL AMOUNT ACTUALLY PAID TO RE-PLATE by you during the twelve-month period prior to the act, omission or occurrence giving rise to such liability.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RE-PLATE AND YOU.
THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.
Procedure for Making Claims of Copyright Infringement
If you believe content posted on the Services infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) 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. Correspondence to our Copyright Agent regarding notice of claims of copyright infringement should be addressed to: Re-Plate, Inc., 1701 Allston Way, Unit 1, Berkeley, CA 94704, Attn: Hooman Yavi.
Term and Termination
Term. This Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Re-Plate Properties, unless terminated earlier in accordance with this Agreement.
Termination. If you have materially breached any provision of this Agreement, if we are required to do so by law (e.g., where the provision of any of Re-Plate Properties is, or becomes, unlawful), or if we choose to discontinue Re-Plate Properties (in part or in whole), we have the right to, immediately and without notice, suspend or terminate any Re-Plate Properties provided to you. If we become aware of any possible violations by you of this Agreement, we reserve the right to investigate such violations. In the event that we determine, in our sole discretion, that you have breached any portion of this Agreement, or have otherwise demonstrated inappropriate conduct, we reserve the right to (i) warn you via e-mail (to any e-mail address you have provided to us) that you have violated this Agreement; (ii) notify and/or fully cooperate with the proper law enforcement authorities for further action; and/or (iii) pursue any other action which we deem to be appropriate. If, as a result of the investigation, we believe that illegal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. We are entitled, except to the extent prohibited by applicable law, to disclose any data, content, or other information on, in, or submitted to the Re-Plate Properties in our possession in connection with your use of Re-Plate Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce this Agreement; (iii) respond to your requests for customer service; or (iv) protect the rights, property or personal safety of Re-Plate, its users or the public, and to comply with the requests of all law enforcement or other government officials, as we in our sole discretion believe to be necessary or appropriate. We reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you. You agree that all terminations shall be made in our sole discretion and that we shall not be liable to you or any third-party for enforcing this provision.
Effect of Termination. All provisions of this Agreement which by their nature should survive, shall survive termination of your use of the Re-Plate Properties, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
Re-Plate Properties can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Re-Plate intends to announce such services or content in your country. Re-Plate Properties are controlled and offered by Re-Plate from its facilities in the United States of America. Re-Plate makes no representations that Re-Plate Properties are appropriate or available for use in other locations. Those who access or use Re-Plate Properties from other countries do so at their own volition and are responsible for compliance with local law.
Electronic Communications. The communications between you and Re-Plate use electronic means, whether you visit Re-Plate Properties or send Re-Plate e-mails, or whether Re-Plate posts notices on Re-Plate Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Re-Plate in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Re-Plate provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Release. You hereby release Re-Plate Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Re-Plate Properties, including but not limited to, any interactions with third-party websites arising in connection with or as a result of this Agreement or your use of Re-Plate Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, 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.”
Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Re-Plate’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. Re-Plate shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Re-Plate agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state courts located in Alameda County, California or federal courts located in the Northern District of California.
Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of CALIFORNIA, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to thIS Agreement.
Notice. Where Re-Plate requires that you provide an e-mail address, you are responsible for providing Re-Plate with your most current e-mail address. In the event that the last e-mail address you provided to Re-Plate is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Re-Plate’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Re-Plate at the following address: Re-Plate Inc., 1759 Alcatraz Ave Berkeley, CA 94703, Attn: Maen Mahfoud. Such notice shall be deemed given when received by Re-Plate by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Export Control. You may not use, export, import, or transfer Re-Plate Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Re-Plate Properties, and any other applicable laws. In particular, but without limitation, Re-Plate Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Re-Plate Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Re-Plate Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Re-Plate are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Re-Plate products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
End of Terms