Last updated: 08 September 2018
RepuX.io (the 'Website') is owned and operated by RepuX Ltd ('we', 'us' and 'RepuX').
On the Website you can browse and buy licenses to data products ('Data Products') from third parties (referred to as 'Vendors') and you can register as a Vendor to sell licenses to Data Products to third parties (referred to as 'Buyers').
If you buy licenses to Data Products (i.e. you are a Buyer), you must also comply with the Buyer Agreement
If you sell licenses to Data Products (i.e. you are a Vendor), you must also comply with the Vendor Agreement
1. RepuX's role
RepuX is neither the Buyer nor the Vendor of Data Products.
RepuX is the platform provider and helps facilitate transactions between the Vendor and the Buyer. RepuX provides a venue for Vendors and Buyers to complete transactions. The contract formed at the completion of a sale of a license for a Data Product is solely between the Buyer and the Vendor (referred to as the 'End User License Agreement'). RepuX is not a party to the End User License Agreement.
RepuX assumes no responsibility arising out of or in connection with the End User License Agreement. RepuX is not the Vendor's or the Buyer's agent. The Vendor is responsible for the sale of the license to the Data Product and for dealing with any Buyer claims or any other issue arising out of or in connection with the End User License Agreement between the Buyer and Vendor.
2. Control of the Website
Notwithstanding any other provision, we will have the right at our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Website and all of its parts from time to time and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Vendors not to list any or all Data Products.
3. Your representations
You represent, undertake and warrant to us that:
if you are an organization, you are duly organized and registered, validly existing and in good standing under the Regulations of the territory in which your organization is registered (or, if you are an individual, you are at least 18 years old and you have provided us with your name as reflected in your passport);
any information provided by you or your affiliates to us is true, accurate and complete, and you will immediately update such information as necessary to ensure it remains accurate and complete at all times;
you are not listed on (and are not located in any country that is listed on) any prohibited, sanctioned, embargoed or restricted list published by the US Government, the United Nations or the Council of the European Union.
4. Prohibited acts
You must not (directly or indirectly):
use any Data Products in order to identify individuals in breach of any applicable Laws, including privacy and data protection Laws;
misuse or tamper with the Website;
misrepresent your identity, use buying agents or conduct fraudulent activities on the Website;
use the Website in any way that causes, or is likely to cause, the Website, or any access to it, to be interrupted, damaged or impaired in any way;
use the Website for fraudulent purposes, or in connection with a criminal offence or other unlawful activity;
manipulate transactions in ways that are unfair to other users or visitors;
use the Website to cause annoyance, inconvenience or anxiety;
enter into any direct transactions i.e. transactions entered into between a Buyer and a Vendor for a Data Product listed on the Website through any means other than those provided on the Website, including solicitation of direct transactions or accepting the solicitation of direct transactions (e.g. posting a link to other sources for Data Products,posting a statement that certain benefits will be given to the Buyer if the Buyer purchases the Data Products through another means);
create fictitious transactions (e.g. for the purpose of raising your sales figures/profile);
do anything which will infringe the rights of others (e.g. before using third party's data, content, trademarks or logos or other intellectual property, you must obtain written consent from the owner of such items); or
do anything else that in RepuX’s sole discretion is to be prohibited.
5. You must comply with the law
'Law' means all laws, rules, regulations, guidelines of any court, regulator or competent authority, from time to time.
6. RepuX's rights
RepuX retains the right to, if it considers it appropriate: immediately halt any End User License Agreement; prevent or restrict access to the Website; or take any other action to restrict access to or availability of or remove any objectionable material, inaccurate listings, inappropriately categorized Data Products, unlawful items or items prohibited from listing on the Website.
7. Termination by RepuX
Upon termination, all rights and obligations of the parties will be extinguished.
8. Data protection and privacy
9. User account registration requirement
Use of the Website is limited to parties that can lawfully enter into and form contracts under the laws of Belize.
You may only buy and sell licenses on the Website if you sign in with your MetaMask wallet.
10. Keep your user account confidential and secure
If you sign in with your MetaMask account on the Website, as a Buyer or as a Vendor, you are responsible for maintaining the confidentiality of your user account and password and for restricting access to your account, and to the extent permitted by applicable Laws you agree to accept responsibility for all activities that occur under your user account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be used in an unauthorized manner.
11. Our communications with you and notices to you
You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Website. You agree that all notices, disclosures and other communications that we provide to you in this way satisfy any legal requirement that such communications be in writing, unless mandatory applicable Laws specifically require a different form of communication.
12. License to use the Website
13. Restrictions on use of the content on the Website
Except for the Data Products, all content included in or made available on the Website, such as text, graphics, trademarks, logos, button icons, images, audio clips, digital downloads and data compilations is the property of RepuX (or its content suppliers).
You may not extract and/or re-use the Brand Names or parts of the content of the Website without our express written consent. In particular, you may not use any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-use of any parts of the content of the Website, without our express written consent. You may also not create and/or publish your own database that features any parts of the Website (e.g. prices and listings) without our express written consent.
14. Reviews, comments, communications and other content
You and other visitors to the Website may post reviews, comments and other content, provide feedback, send electronic communications, and submit suggestions, ideas, comments, questions or other information, as long as the content is not illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam". You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. We reserve the right (but not the obligation) to remove or edit such content.
If you post content or submit material you grant to RepuX a non-exclusive, irrevocable, royalty-free and fully sub-licensable and transferable rights to use, disclose, reproduce, modify, license, adapt, publish, translate, transfer, create derivative works from, distribute, and display such content throughout the world in any media and without any further obligation to you.
To the extent permitted by law, you agree to waive your right to be identified as the author of such content and your right to object to derogatory treatment of such content.
You agree to indemnify RepuX for all claims brought by a third party against RepuX arising out of or in connection with the content and material you supply.
15. If you believe your rights are being infringed or there is defamatory content on the Website
Because a very large number of Data Products that are listed and customer reviews and comments that are hosted on the Website, it is not possible for us to be aware of the contents of each Data Product, each customer review or comment that is displayed. Accordingly, we operate on a "notice and action" basis. Therefore:
If you believe that any content on, or within a Data Product listed on, the Website contains a defamatory statement, please contact us immediately at [email protected] and include the word 'defamation' in the e-mail subject header.
If you believe that your rights are being infringed, you may contact us at [email protected] and include the word 'infringement' in the e-mail subject header.
Please include clear information about your concern. Each Vendor has its own wallet to identify the Vendor. Each Data Product will also have its own wallet address and title to identify the relevant Data Product. Please include these details if relevant.
We will respond as quickly as we can to your concern.
Upon receipt of such a communication we may take action, including requiring you to provide additional information, or removing a Data Product or content from the Website. All of these actions are taken without any admission as to liability and without prejudice to any rights, remedies or defenses, all of which are expressly reserved. Furthermore, in submitting such a communication, you grant to RepuX the right to use, reproduce, modify, adapt, publish, translate, create derivative works from, and display its content throughout the world in any media. This includes forwarding the communication to the parties involved in the provision of the allegedly infringing content. You agree to indemnify RepuX for all claims brought by a third party against RepuX arising out of or in connection with the communication.
Giving false, misleading or inaccurate information in any communication with RepuX may result in civil and/or criminal liability. You should contact a legal advisor if you have any questions.
16. RepuX software terms
The following terms and conditions apply to any software (including any updates or upgrades to the software and any related documentation) that we make available to you from time to time for your use in connection with the Website (the 'RepuX Software').
17. Access and disclosure of information by RepuX
In order to cooperate with governmental requests, to protect our systems and users, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including user contact details, IP addresses and traffic information, usage history and posted content.
18. Confidentiality and announcements
During the course of your use of the Website, you may receive information relating to us or to the Website that is not known to the general public (whether marked as confidential or not)('Confidential Information').
You may not issue any press release or make any public statement related to the Website, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way, except that Vendors may use our name, trademarks or logo (but may not alter them in any way) solely in connection with a statement that your Data Products are available to buy on the Website (and in accordance with any other instructions that we may issue from time to time).
19. RepuX is not responsible for third-party advertisers and links to other websites
We may include third party advertising and links to other websites of affiliated companies and certain other businesses. We are not responsible these third party advertisements or websites. You should carefully review their privacy policies and other terms and conditions.
20. General release
RepuX is neither the Buyer nor the Vendor of Data Products.
RepuX accepts no responsibility in respect of the Data Products listed by Vendors or the Buyers use of the Data Products, including but not limited to any damages caused by the Data Products to the Buyer or any breaches of the End User License Agreement by the Buyer or the Vendor.
If a dispute arises between any Buyer and any Vendor, the Buyer and the Vendor must release RepuX (and its employees, representatives and agents) from claims, demands and damages (actual and consequential) of every kin and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of in any way connected to such disputes.
21. Disclaimer warranties by RepuX
RepuX provides the Website and all of its parts on an 'as is' basis. RepuX makes no other representations or warranties of any kind, express or implied, including without limitation: (a) warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (b) that the Website will your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error; (c) that the RepuX Software will meet your requirements or operate without error; (d) that the Data Products included on the Website will be as represented by the Vendors, available, lawful or that the Vendors will perform as promised.
RepuX disclaims any such warranties to the fullest extent permissible under applicable Law.
22. Limitation of RepuX's liability
(b) RepuX does not exclude any liability for fraud or for death or personal injury to the extent only that it arises as a result of the negligence of RepuX, its employees, agents or authorized representatives.
23. Force majeure
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
24. Relationship of parties
25. Assignment and delegation
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. RepuX may transfer, assign or delegate its rights and obligations at its sole discretion and without notice.
26. If we fail to exercise our right or remedies
27. No third party rights
The authentic language of this Agreement is English and any translations provided are for convenience only. If there is any conflict between the English language version of this Agreement and any translation, then the English language version will prevail. You agree we may communicate with you in English during the term of this Agreement.
29. Order of priority
30. Entire agreement and severance
31. Governing law and jurisdiction