Effective Date: 7/1/2019
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE AND ASSOCIATED SERVICES. BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Rephyr MAY, FROM TIME TO TIME, AND RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE WEBSITE OR THIS AGREEMENT. IN THE EVENT Rephyr MODIFIES, LIMITS, CHANGES, OR REPLACES THE WEBSITE OR THIS AGREEMENT, YOUR USE OF THE WEBSITE AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT.
- Professional Service Provider(s) means individuals who create an account and subscribe to Services through Rephyr.
- Client(s) means individuals who access, use, and create an account with the Website via their Professional Service Provider.
- User(s) means any individual that accesses the Website, including Professional Service Providers and Clients.
- You/Your may refer to Professional Service Providers, Clients, and/or Users.
- Client Portal means secure and private projects that Professional Service Providers can communicate with their Clients through.
- Services means the Rephyr Client Nurturing Service and Client Portals available for use by Professional Service Providers with their Clients and other related offerings.
About The Website
Rephyr gives Professional Service Providers a branded portal through which they can communicate with their Clients and keep their interactions, documents, and tasks organized. Rephyr believes that providing Clients with an amazing experience is the best way to grow a healthy business.
Warranties and Representations.
You warrant and agree that you have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions. You warrant that you are a human individual that is eighteen (18) years of age or older. If you are under eighteen (18) years of age but at least thirteen (13) years of age, you must present this Agreement to your parent or legal guardian for their review. You warrant that you are not prohibited from assenting to this Agreement by any preexisting Agreement.
You warrant and represent that any and all information that you provide to Rephyr and the Website is accurate and valid. You agree to comply in good faith with the terms of this Agreement.
You will not use the Website in any way that violates the rights of third parties, and you agree to comply with any and all applicable local, national, state, provincial, and international laws, treaties, and regulations. Given the global nature of the Internet, you agree to comply with all laws and rules where you reside or where you use the Website. The Website is operated in the United States and Rephyr makes no representation that its Website or services or products are appropriate, lawful, or available for use in other locations.
Ownership of Website and License.
You acknowledge and agree that Rephyr is the owner of, or has rights in and to, the Website and its associated content, including but not limited to all intellectual property rights inherent therein. The Website is protected by all applicable laws, intellectual property or otherwise, and you are expressly prohibited from using the Website for any purposes not explicitly stated in this Agreement. Specifically, and except where otherwise allowed under this Agreement, you are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly the Website, whether in whole or in part, without the prior written consent of Rephyr.
Rephyr hereby grants you a limited, non-exclusive, non-sublicensable, royalty free, non-assignable, and revocable license to use the Website for its customary and intended purposes. Violation of the terms of this Agreement or use of the Website for a use outside of its customary and intended purposes, such as, but not limited to downloading (other than page caching) or modifying the Website or any portion of it will result in the termination of this license. Absent prior written permission from Rephyr, you are not permitted to reproduce, prepare derivative works, distribute copies, perform, display, or use for commercial purposes the Website or its content. This license is revocable at any time, and any rights not expressly granted herein are reserved to Rephyr.
All trademarks (common law or registered) and copyrights (common law or registered) displayed on this Website are the property of their respective owners. Specifically, all photographs featured on the Website are copyrighted and owned by Rephyr, unless otherwise stated. All Rephyr marks are the property of Rephyr, including, but not limited to Rephyr. The Website, including its look and feel, color selections, layout, and arrangement, is the trade dress of Rephyr. You are prohibited from using Rephyr’s trademarks, service marks, and trade dress, or any colorable imitation thereof, to indicate the source of, sponsorship of, approval of, affiliation with, connection with, or association with your goods or services without the prior written consent of Rephyr.
Website Use and Account Creation.
Users may browse and visit the Website for free. Clients may also use the Website for free, but must create an account to use the Services and Client Portal through their Professional Service Provider. Professional Service Providers must enter into subscription payments with Rephyr and create an account to use the Website and Services.
Professional Service Providers and Clients agree to keep their accounts secure from unauthorized access. Professional Service Providers and Clients will log in using their e-mail and account password, Microsoft, or Google login credentials. You should not to reveal their password to others. Professional Service Providers and Clients agree that they alone are responsible for their account. Professional Service Providers and Clients accept full responsibility for any and all use of their account, whether authorized or unauthorized. In the case of unauthorized access to your account, you agree to contact Rephyr immediately. Professional Service Providers and Clients agree to hold harmless and indemnify Rephyr for any damages that arise out of or in relationship to the use of their account.
All Users have a duty to ensure that the information provided through the Website is truthful, current, complete, and accurate. You understand and agree that you have an ongoing duty to update and keep current the information provided through the Website if and when that information changes. You are expressly prohibited from providing information that in a way impersonates another person, contains offensive or obscene language, or otherwise violates the rights of a third party. You expressly agree that you will not interfere with or disrupt a third party’s enjoyment and use of the Website. Rephyr reserves the right to restrict access to, monitor, suspend, disable, or delete Professional Service Providers’, Clients’ and Users’ information and/or access to the Website and Services at any time, in its sole discretion, and without prior warning. You agree to hold harmless and indemnify Rephyr for any damages that arise out of or in relation to the use of the Website.
Termination of Website Use and Services.
Professional Service Providers and Clients may stop (permanently or temporarily) using the Website and Services at any time by notifying Rephyr. If a Professional Service Provider elects to terminate their use of the Website and Services, they must disconnect and terminate their Clients’ access as well.
Professional Service Providers, Clients, and Users may provide feedback to Rephyr concerning the functionality and performance of the Service from time to time, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements. If you, through your evaluation or otherwise, suggest any Feedback, you hereby assign the ownership in all feedback to Rephyr. In the event that ownership in the feedback cannot be granted to Rephyr, you grant Rephyr (at no charge) a perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction. You agree that Rephyr may disclose feedback to any third-party in any manner and you agree that Rephyr has the ability to sublicense all feedback in any for to any third-party without restriction.
You expressly agree that you will not use the Website to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Website.
Specifically, you are prohibited from:
- Posting or transmitting content that:
- Infringes upon the intellectual property rights of others;
- Threatens or encourages bodily harm and/or destruction of property or that is offensive, defamatory, derogatory, pornographic or obscene;
- Promotes hate, violence, harassment, stalking, discrimination, terrorism, or intolerance of any kind based upon race, ethnicity, religion, sexual orientation, or disability;
- Incites any illegal activity or unlawful sexual solicitation;
- Relates to weaponry, controlled substances, gambling, or debt collection;
- Raises support or defense of anyone alleged to be involved in criminal activity;
- Impersonates another or is fraudulent, inaccurate, or misleading;
- Constitutes an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter;
- Intends to collect personal or personally identifiable information from others;
- Violates any term or condition of this Agreement;
- Using a robot, spider, scraper, or other automated technology to access the Website;
- Imposing a disproportionate load on the Website or its server infrastructure or otherwise attempting to interfere with the operation of the Website;
- Attempting to gain access to the private data or personal information of a Website user or third party;
- Circumventing Rephyr’s technological and physical security measures;
- Suggesting an affiliation with or endorsement by Rephyr.
If you encounter content or witness behavior that you believe is inappropriate and violates this Agreement, you may report it to Rephyr by sending an email to email@example.com.
The Website is fully accessible via a mobile device. To the extent you access the Website through a mobile device, your wireless carrier’s standard charges, rates, and fees may apply. Rephyr is not responsible for any fees or errors that occur while accessing the Website via mobile device.
Section 230 of Communications Decency Act
You acknowledge and agree that Rephyr is an interactive computer service provider under Section 230 of the Communications Decency Act. Though Rephyr may edit, remove, or control the content displayed through the Website, you agree that Rephyr will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties, whether through the Website or otherwise.
Third Party Links.
You understand that the Website may contain links to third party websites, applications, or services that Rephyr does not own or control. You agree that Rephyr will not be held responsible or liable for the content of third party websites, applications, or services and that Rephyr’s inclusion of those websites, applications, or services within its Website does not constitute Rephyr’s endorsement of, recommendation of, or affiliation with any of those websites, applications, or services.
Sometimes the Website will refer to third-party commercial products, processes, services, names, and/or websites. Any reference is not intended to be an endorsement or statement that the information provided by the third-party is accurate. Rephyr does not endorse any commercial product, process, service, name, or website. We are not responsible for the practices or policies of such third parties – link to third parties at your own risk.
Term and Termination.
This Agreement will remain in full force and effect so long as the Website is in operation. Rephyr may terminate this Agreement without liability at any time, without notice, and for any reason, including but not limited to for your violation of a term or condition of this Agreement.
Disclaimer of Warranties.
Rephyr DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR SERVICES. Rephyr PROVIDES THE WEBSITE AND THE SERVICES PROVIDED THROUGH THE WEBSITE ON AN AS-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.
Rephyr WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY ADVICE OR MARKETING PROVIDED BY ANY THIRD PARTY, ANY THIRD-PARTY LINKS POSTED ON THE WEBSITE, OR ANY CONTENT TRANSMITTED THROUGH THE WEBSITE. Rephyr IS A SERVICE PROVIDER AND DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, ALTERATION, AND/OR DESTRUCTION OF IDENTITY. Rephyr RESERVES THE RIGHT TO DISCONTINUE THE WEBSITE AT ANY TIME.
Rephyr WILL NOT BE HELD LIABLE FOR NETWORK, INTERNET, COMPUTER, HARDWARE, OR SOFTWARE PROGRAM MALFUNCTIONS, FAILURE, DELAYS, OR DIFFICULTIES WITH THE WEBSITE AT ANY TIME.
Limitation of Liability.
Rephyr WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT Rephyr CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID, IF ANY, FOR SERVICES THROUGH THE WEBSITE, AND IN NO CASE WILL THAT AMOUNT EXCEED $100. IF NO AMOUNT IS PAID BY YOU TO Rephyr, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.
THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. Rephyr IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR LEGAL RIGHTS UNDER THE LAW.
You agree to hold harmless, indemnify, and defend Rephyr, its officers, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, damages, rights, and actions of any kind, including, but not limited to, property damage, infringement, personal injury, and death, that either directly or indirectly arise out of or are related to your use of the Website, your use or provision of any services made through the Website, your reliance upon advice provided through the Website, your submission of User Generated Content to the Website, your violation of any term or condition of this Agreement, your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or international, or your violation of the rights of a third party.
Your obligation to defend Rephyr under the terms of this Agreement will not provide you with the right to control Rephyr’s defense, and Rephyr reserves the right to control its defense and choose its counsel regardless of your contractual requirement to indemnify Rephyr.
You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. Rephyr may assign its rights and obligations under this Agreement at any time, including but not limited to in a sale of the Website.
Jurisdiction, Governing Law, and Resolution of Disputes
This Agreement will be interpreted, governed, construed, and enforce in accordance with the laws of the United States of American and the State of Texas without giving effect to any conflicts of laws principles. The parties submit to and agree to personal jurisdiction in Texas, with venue proper in Austin, Texas.
YOU AND Rephyr AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF THE WEBSITE, OR THE PURCHASE OF SERVICES FROM Rephyr, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN AUSTIN, TEXAS AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF TEXAS AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. YOU AND Rephyr AGREE THAT THE SITUS OF THIS AGREEMENT IS IN THE STATE OF TEXAS. YOU AND Rephyr AGREE TO SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.
If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.
You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.
Child Online Privacy Protection Act.
The Website is not directed to persons under the age of eighteen (18) and Rephyr will not knowingly collect personally identifiable information from children under the age of eighteen (18). If Rephyr inadvertently collects such personally identifiable information, Rephyr will delete the personally identifiable information in accordance with its security protocols.
Limitation on Actions.
Rephyr AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE OR ANY SERVICES PURCHASED THROUGH THE WEBSITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.
YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST Rephyr ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
Reservation of Rights.
All rights not expressly granted herein are reserved to Rephyr.
Any notice required by this Agreement must be in writing, and must be emailed to: firstname.lastname@example.org.
This Agreement is enforced by the Internet lawyers of Traverse Legal, PLC.