Replica

Terms of Use

Last updated: October 2021

1. Your Acceptance of These Terms of Use

Please read these Terms of Use (“Terms”) carefully before using this website as they represent a binding agreement between each user of our website (“you”, “your”) and Replica, Inc., dba Replica (referred to as “Replica”, “we”, “us”, or “our”).

These terms govern your access to and use of the Replica website, our products and services. If you wish to access and use the website and/or use our products or services (collectively, the “Services”), you must accept and agree to be bound by and comply with these Terms. If you do not agree to these Terms, then you must not access or use our Services. Your continued use of our Services shall constitute your agreement to these Terms.

PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE SERVICES.

All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Services in any manner, and each of your heirs, assigns, and successors. If you use the Services on behalf of an entity or another individual, you represent and warrant that you have the authority to bind that entity or individual, your acceptance of the Terms will be deemed an acceptance by that entity or individual, and “you” and ”your” herein shall refer to that entity, its directors, officers, employees, and agents.

You agree that these Terms, and any related information, communications and agreements between you and us, may be made available or occur electronically.

These Terms were last updated on the “Updated” date indicated above. We reserve the right, at our sole discretion, to modify these Terms at any time. Such modifications shall become effective immediately upon the posting thereof. You must review these Terms on a regular basis to keep yourself apprised of any changes.

2. Eligibility

You may use the Services only if you are 16 years of age or older and can form a binding contract with Replica, and only in compliance with these Terms and all applicable laws, rules, and regulations. By accessing or using the Services, you represent and warrant that you are 16 or older and can form a binding contract with Replica.

If Replica has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.

3. Proprietary Rights

a. License Grant

Replica grants you (as a permitted user) a limited, revocable, non-exclusive license to access our website for your own personal and non-commercial use and in compliance with applicable law. Use of our website beyond the scope of authorized access granted to you by these Terms immediately terminates that license.

All rights not expressly granted by these Terms are reserved to us, or, if applicable, our licensors.

b. Trademark and Copyright Information

Our website contains content including, but not limited to, all text, audio, images and other materials or elements (collectively the “Content”). The Content displayed on or through our website is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of our website or the collective work, and/or copying or reproducing our website or any portion thereof to any other server or location for further reproduction or redistribution is strictly prohibited without the express written consent of Replica.

Certain names, graphics, logos, icons, designs, words, titles and phrases on our website constitute trademarks, trade names, trade dress and brand names of Replica (collectively the “Marks”) and are protected in the United States and internationally. Any reproduction, modification, creation of derivative works or any other use of the Marks, in whole or in part, is strictly prohibited without the express written consent of Replica.

You further agree not to reproduce, duplicate or copy Content and/or Marks from our website without the express written consent of Replica, and agree to abide by any and all copyright and trademark notices displayed on our website. Our open source code is subject to separate licenses, as set out here.

Although Replica does not claim ownership of content that its users post, by providing feedback to Replica or posting content to any area of our website that is accessible to all users, you automatically grant, and you represent and warrant that you have the right to grant, to Replica an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said feedback or content, and create compilations and derivative works from such content, as part of our website or otherwise.

Subject to the above provision regarding open source code: (a) you may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in our website; and (b) without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of our website.

4. Rules and Prohibitions

The following restrictions apply to your use of the Services: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise exploit the Services or the website, whether in whole or in part, or any content displayed on the Services in any way inconsistent with these Terms; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the services in any way inconsistent with these Terms; (c) you shall not access the Services or any content thereon in order to build similar or competitive Services; (d) except as expressly stated in these Terms, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (e) you shall not interfere with, modify, disrupt or disable features or functionality of the Services, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the services or the website; (f) you shall not permit other individuals or entities to create links to the services or the website or “frame” or “mirror” the services on any other server, or wireless or internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the Services; and (g) you shall not use the Services for any illegal, unauthorized or other improper purposes including without limitation using our Services to try and re-identify individual data sets. Unless otherwise indicated, any future release, update, or other addition to functionality of the services or website shall be subject to these Terms. All copyright and other proprietary notices on the Services (or on any content displayed on the services) must be retained on all copies thereof.

To the extent that our website permits you to post, email, or otherwise make available content, you agree not to post, email or otherwise make available content that:

is unlawful;
includes personal or identifying information about another person without that person’s explicit consent;
impersonates any person or entity, including, but not limited to, a Replica employee, or falsely states or otherwise misrepresents an affiliation with a person or entity;
infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person, or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
is harmful, threatening, abusive, harassing, degrading, defamatory, and/or pornographic;
constitutes or contains any form of advertising or solicitation, or that includes links to commercial services or websites;
contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
disrupts the normal use of our website with an excessive amount of content, or that otherwise negatively affects other users’ ability to use our website; or
employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of content transmitted through our website.

You will be solely responsible and liable for any and all loss, damage, and additional costs that you, Replica or any other person may incur as a result of your submission of any information on or through this website.

Replica reserves the right to refuse to post or to remove any content, in whole or in part, that, in its sole discretion, is unacceptable, undesirable, or in violation of these Terms. Replica also reserves the right to log any of your in product activity to monitor the use of the product and use such logs for the enhancement of the product, amongst other reasons.

Replica reserves the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Replica may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.

5. Modifications to Services

Replica reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Replica will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

6. Your Privacy

We respect your right to privacy. All information that we may collect via the website is subject to our Privacy Policy, which is part of these Terms and can be viewed here. The Privacy Policy describes how we collect and handle any information gathered from users of our Services. By accessing or using our Services, you expressly consent to the collection, use, storage, processing, and disclosure of your information in accordance with our Privacy Policy.

7. Personal Website Account

From time to time certain sections of our website may only be available to you upon registration for a website account. By registering, you represent and warrant to Replica that: (a) all information provided by you to Replica during the registration process is truthful, accurate and complete; and (b) you will comply with these Terms.

As a registered user, you agree to maintain and promptly update your registration information as necessary to keep it accurate, current and complete.

You will be responsible for any loss, damage, or additional costs that we and/or our service providers or others may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration or other information that you submit via our website.

You acknowledge that you are solely responsible for maintaining the confidentiality of your account password, and that you (and not us) will be responsible for any loss resulting from any unauthorized use of your account or access to your content. You agree to immediately notify us of any unauthorized use of your account.

8. Disclaimer Regarding Third Party Content

This website may offer access and/or links to third party websites and content available over the Internet. Replica generally exercises no control over such third party websites and content or the collection or use of your data shared with such websites. You agree that it is your responsibility to review and evaluate any such content, and that any and all risk associated with the use of, or reliance on, such content rests with you. You are responsible for viewing, accepting and abiding by the Terms and privacy policies posted at these third party websites. Inclusion of a link to third party content does not imply endorsement by Replica of such content. You further agree that Replica shall not be liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any third party websites or content.

9. Disclaimer of Warranties, Release, and Limitation of LIability

Access and use of our website may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. Replica is not responsible for any delays, delivery failures, incorrect or out of date data or damage resulting from such problems, or from the unavailability of the website for any reason.

THIS WEBSITE (INCLUDING ITS CONTENT AND THE SERVICES) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE ACCURACY OR COMPLETENESS OF THE WEBSITE, TITLE, NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. YOUR USE IS AT YOUR OWN RISK.

You hereby release and forever discharge Replica (and its affiliates and the officers, directors, employees, agents, successors, and assigns of Replica and its affiliates) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the services or website (including any interactions with, or act or omission of, other Services users or any third-party service). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY EXPRESSLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Replica does not warrant the accuracy or completeness of the Content. Replica and its affiliates, and their respective directors, officers, employees, subsidiaries, affiliates, successors, assigns, agents, service providers shall not be liable for any (i) direct damages in excess of USD$100; or (ii) special, indirect, incidental, or consequential damages, including without limitation, lost revenues or lost profits, which may result from the use of the Content or this website. Replica may make changes to this website, or to the products described therein, at any time without notice. Replica makes no commitment to maintain this website or to update the information contained herein.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so if you are a resident of any of those jurisdictions, the limitations above may not apply to you.

10. Indemnity

You agree to indemnify and hold Replica and its affiliates, and their respective directors, officers, employees, subsidiaries, affiliates, successors, assigns, agents, service providers harmless from any claim or demand, including reasonable legal fees and court costs, made by any third party due to or arising out of content you submit, post or make available through this website, your use of this website, your violation of these Terms, your breach of any of the representations and warranties herein, or your violation of any rights of another person.

11. Unsolicited Submissions

If you submit ideas, drawings, suggestions, comments, feedback or similar information to Replica, whether through this website or otherwise, you do so with no expectation of confidentiality and with no expectation that you have any proprietary interest in the content of your submissions.

You agree that the content of your submissions will immediately become the property of Replica. You also recognize that your submissions may be used or developed by or on behalf of Replica or its affiliates without any obligation to you.

12. General Matters

Entire Agreement. These Terms constitute the entire agreement between you and Replica regarding your use of our website, superseding any prior agreements between you and Replica.

Governing Law. These Terms and the relationship between you and Replica shall be governed by the laws of the State of Delaware without regard to its choice of law rules and without regard to its conflict of law provisions.

Venue. You and Replica agree to submit to the non-exclusive jurisdiction of the courts located in the State of Delaware, without regard to conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

Waiver. The failure of Replica to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

Transferability and Assignability. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Replica without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.

How to Contact Us. If you have any questions or comments about these Terms, please contact us via email at support@replicahq.com

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