REFREPS TERMS AND CONDITIONS
Last updated June 29, 2023
Thank you for choosing to be part of our community at Ref Reps, LLC ( “RefReps”, “RefReps OES”, "Company", "we", "us", "our "). We are committed to protecting your personal information and your right to privacy. If you have any questions or concerns about this terms and conditions, or our practices with regards to your personal information, please contact us at email@example.com.
If you do not agree to this Agreement, you may not access or otherwise use the Sites or the Services.
The Terms form a legally binding agreement between you and us. Please take the time to read them carefully. If you are under age 18 or in High School or an equivalent education level, you may only use the Services with the consent of your parent or legal guardian. Please be sure your parent or legal guardian has reviewed and discussed these Terms with you.
PROPRIETARY SERVICES FOR REGISTERED USERS.
RefReps operates electronic platforms/systems including web and mobile applications that enable students, instructors, and administrators of educational institutions and/or organizations to access and use certain online products and services offered by RefReps (collectively and including any subsequent versions of such platforms/systems and applications, the "Services") through our Sites. The material on our Sites include both proprietary and general non-proprietary information available to all users of our Sites, but in order to access and use the Services you will be required to register on our Sites or through your educational institution. If you register to use the Services on behalf of your educational institution or organization, you will be required to agree to additional terms and conditions in connection with the registration process (the "Terms of Service").
USER INFORMATION, COPPA.
During the applicable term of your subscription for Services, subject to the payment of any fees in any applicable subscription agreement and subject to compliance with these Terms & Conditions and any other agreement governing your use of the Services, RefReps grants you a limited, non-exclusive and non-transferable license to access and use the Services over the Internet via the Site provided for the Services for your own internal use for educational purposes only. RefReps is the owner and/or authorized user of all trademarks, copyrights, logos, service marks and trade names (collectively the "Trademarks") on our Sites and is the owner or licensee of the content and/or information on our Sites. Your use of our Sites does not grant to you a license to any content or materials you may access on our Sites, unless otherwise expressly provided in these Terms & Conditions or the Terms of Service. You may not use any Trademark displayed on our Sites without our prior written consent or prior written consent of the third-party that owns any other trademarks. You may not use any Services with the intent to undercut RefReps.
ACCESS TO REFREPS CONTENT.
We may provide you with access to content and information related to the Services (the "RefReps Content"). Your use of RefReps Content is subject to these Terms & Conditions as well as any additional terms you agree to in connection with such RefReps Content and/or posted on the Site for the RefReps Content, including, without limitation, any prohibitions on distribution of the RefReps Content to students or third parties. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your password or account. You may not share or distribute to a third party any screen name or password for accessing the Services or the RefReps Content. You may access and use materials from the Services and/or the RefReps Content only for your own research or study.
RESTRICTIONS ON USE.
Only you are to access the Services and/or the RefReps Content using your username or password. If your license includes access to additional supplemental materials, videos, publications, eBooks, etc., during the time you have a valid license you may access those items via the RefReps Site. If we have reason to believe you have shared your password information or access to your account or have used the Services in violation of the provisions herein, we may suspend or terminate your account and refuse any and all current or future use of the Services. You agree that you will not otherwise copy, transmit, rent, forward, lend, sell, or modify any materials from the Services and/or the RefReps Content or modify or remove any proprietary notices contained therein, or create or enable the creation of derivative works based thereon. You may not use any robot, spider, other automatic device or program or manual process to access, monitor, copy or reproduce the Services or the RefReps Content. You may not engage in systematic retrieval of content from the Services or the RefReps Content to create or compile, directly or indirectly, a collection, compilation, database or directory. You may not disseminate any portion of the Services or the RefReps Content through electronic means, including mail lists or electronic bulletin boards. You may not reverse engineer the Services, nor circumvent, disable, or otherwise interfere with any technical and/or other limitations, including without limitation security-related features. You acquire no right, title or interest in any RefReps Content except for the limited access license granted to you, and RefReps reserves all rights in the RefReps Content.
COMMUNICATIONS TO REFREPS.
The Site or Services may permit you to upload third-party content for use with the Site or Services ("Service Uploads"). You represent and warrant that prior to providing any upload you will have all necessary rights to provide the Service Uploads, and that your Service Uploads will not infringe any third-party rights, including any intellectual property or proprietary rights. You grant RefReps the right to make your Service Uploads available to licensed end users in the same manner and to the same extent as the RefReps Content provided in the applicable Service. Additional terms and options for Service Uploads may be presented through the applicable upload interface available on the Site offering the Service which shall be in addition to, and not instead of, these Terms & Conditions.
In using the Sites or Services, you agree you will not: (a) submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable; (b) post advertisements or solicitations of business; (c) impersonate another person; (d) submit material that is copyrighted, protected by trade secret or otherwise subject to third party intellectual property or proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant RefReps all of the license rights granted herein; (e) submit material that is unsuitable for minors in any country; or (f) submit material that is malicious or destructive in nature, or contain a virus or other computer programming routine or engine that is intended to damage or otherwise interfere with any system, data, or information. RefReps does not and cannot review all User Content or Service Uploads and is not in any manner responsible for such content. RefReps reserves the right, but has no obligation, to refuse to post, block or remove communications or materials for any reason in its sole discretion. RefReps may terminate your access to our Sites and/or the Services to prevent further posting or distribution of any communications or materials, and RefReps may, but is not obligated to, report any of your communications or materials to your educational institution(s) and/or organization(s).
WE AND OUR LICENSORS AND SERVICE PROVIDERS MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF OUR SITES, REFREPS CONTENT OR THE SERVICES. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF OUR SITES OR THE SERVICES FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITES, THE REFREPS CONTENT, AND THE SERVICES AT YOUR OWN RISK. OUR SITES, REFREPS CONTENT AND THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. REFREPS IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS. REFREPS RESERVES THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO OUR SITES, REFREPS CONTENT AND THE SERVICES AT ANY TIME WITHOUT NOTICE.
Our Sites may contain links to third-party applications or websites ("External Websites"). These links are provided only as a convenience to you and not as an endorsement by us of the content on such External Websites. When you access an External Website, RefReps has no control over its content, applications, or services. We do not make any representations regarding the accuracy, quality, or accessibility of any External Website or its content or materials. RefReps disclaims all liability for any errors, omissions, violation of third-party rights or illegal conduct arising from such External Websites.
You agree to defend, indemnify, and hold harmless RefReps and our officers, directors, employees, successors, licensors, service providers, and assignees from and against any claims, actions, demands, liabilities, losses, damages, costs and expenses including, without limitation, reasonable legal and accounting fees, arising from or relating to your breach of this Agreement or your access to, use, or misuse of the RefReps Content, our Sites, or the Services. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
We respect the intellectual property rights of others, and require that the people who use our Sites do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please send notifications of the claimed infringement to: 11589 Weeping Willow Dr. Zionsville, IN 46077. Notices of the claimed infringement should include the following information: (a) your address, telephone number, and email address; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the alleged infringing material is located, with a link if possible; (d) 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; (e) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (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.
COMPLIANCE WITH APPLICABLE LAWS.
We control and operate our Sites from our offices in the United States of America. We do not represent that materials on our Sites are appropriate or available for use in other locations. Persons who choose to access our Sites from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. All parties to these terms and conditions waive their respective rights to a trial by jury.
TERMINATION OF THE AGREEMENT.
We reserve the right in our sole discretion, to restrict, suspend, or terminate your use or access to any of the Services, RefReps Content, and/or our Sites and/or discontinue any portion, feature, or content of the Services, RefReps Content, our Sites, or this Agreement at any time and for any reason without prior notice or liability. If you violate these Terms & Conditions RefReps may, but is not obligated to, report any such violation of these Terms & Conditions to your educational institution. When reasonably feasible, we will make reasonable efforts to provide notice of significant changes to the Services to end users with active licenses to use the Services.
If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the "Termination of the Agreement" provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: "Intellectual Property," "Communications to RefReps," "No Warranties," "Indemnification," "Liability," "Compliance With Applicable Laws," "Termination of the Agreement," and "Miscellaneous." Our failure to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.