Terms and Conditions

RepuX Terms of Use

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').

These Terms of Use ('Terms of Use') apply to your use of the Website, whether you are browsing, buying or selling licenses. The Terms of Use include the following terms and conditions:

Your continued use of the Website constitutes your acceptance of these Terms of Use. If you do not agree to any of the Terms of Use, you must not use, browse, or buy or sell licenses on the Website.

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.

RepuX wants Buyers and Vendors to have a safe online experience. Therefore RepuX requires Buyers and Vendors to comply with these Terms of Use.

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:

4. Prohibited acts

You must not (directly or indirectly):

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.

You may use the Website and any of its parts or related services, data or activity, only as permitted by these Terms of Use and applicable Law.

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.

RepuX reserves the right and has absolute discretion, but not an obligation, to remove any content that breaches these Terms of Use or any of the other terms and conditions or is otherwise objectionable.

7. Termination by RepuX

RepuX may, in its sole and absolute discretion, terminate these Terms of Use, the Buyer Agreement, the Vendor Agreement, any End User License Agreement, any access to the Website without notice if you breach any of the terms of these Terms of Use or any of the other terms and conditions in place between you and RepuX.

Upon termination, all rights and obligations of the parties will be extinguished.

8. Data protection and privacy

RepuX handles personal data in the manner set out in our Privacy Policy which forms part of these Terms of Use.

If you are a Buyer or Vendor you must also comply with the terms addressed to you in the Privacy Policy.

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.

You must send all notices and other communications relating to these Terms of Use to us only by using the applicable tools and methods that we designate.

12. License to use the Website

Subject to your compliance with these Terms of Use, RepuX grants you a limited, non-exclusive, non-transferable, non-sublicensable license to make use of the Website.

All rights not expressly granted to you in these Terms of Use are reserved and retained by RepuX. Except for the Data Products (whose use is governed by the applicable End User License Agreement), no part of the Website, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or use framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout, or form) of RepuX without our express written consent. You may not use any meta tags or any other "hidden text" using RepuX names or trademarks without our express written consent.

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:

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').

Use of the RepuX Software: Use of the RepuX Software: You may use RepuX Software solely for purposes of enabling you to use the Website as provided, and as permitted by the Terms of Use. You may incorporate the RepuX Software into your own programs or compile any portion of it in combination with your own programs only to the extent necessary to use the Website as provided and buy and sell the licenses to the Data Packages. You may not transfer any portion of the RepuX Software for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the RepuX Software or otherwise assign any rights to the RepuX Software in whole or in part. Additional third party terms contained within or distributed with certain RepuX Software that are specifically identified in related documentation may apply to that RepuX Software and will govern the use of such software in the event of a conflict with these Terms of Use. All software used by the Website is the property of RepuX or its software suppliers.

Use of Third Party Services: Use of Third Party Services: When you use the Website, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.

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').

Unless otherwise required under applicable Laws, you agree that: (a) you and your affiliates will use Confidential Information only as is reasonably necessary for your use of the Website; (b) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party; and (c) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in these Terms of Use.

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).

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

(a) Except as set out in (b) below, to the fullest extent permitted by Law, RepuX will not be liable (whether in contract, tort ((including negligence) or under any statutory implied term) for any damages of any kind including (without limitation) direct, indirect, incidental, punitive, special and consequential damages (including, without limitation loss of profits, loss of revenue or loss of data) arising out of or in connection with these Terms of Use, the Buyer Agreement, the Vendor Agreement, any End User License Agreement, the Website, the RepuX Software, the inability to use the Website or any Data Product license through the Website, in all cases whether or not RepuX has been advised of the possibility of such damage.

(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

You and we are independent contractors and nothing in these Terms of Use or any other terms and conditions will be construed to create an agency, employment, franchise, joint venture, partnership or sales representative relationship between us. You will not make any statement that would contradict anything in this section. There is no exclusive relationship between you and us.

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

If we fail or delay to exercise any (or any part of a) right or remedy provided under these Terms of Use, this will not constitute a waiver of our right to enforce such right or remedy subsequently.

27. No third party rights

Nothing expressed in or implied from these Terms of Use is intended or will be construed to give to any person other than the parties any legal or equitable right under these Terms of Use.

28. Language

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

If there is a conflict between the terms of any of: (a) the Buyer Agreement or the Vendor Agreement (as applicable); (b) the Privacy Policy; and (c) the Terms of Use, then the term included in the first document in this list will control.

30. Entire agreement and severance

These Terms of Use represent the entire agreement between the parties with respect to the Website and the related subject matter and supersede and extinguish all previous or contemporaneous oral or written agreements. You acknowledge that in entering into these Terms of Use you do not rely on, and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Use. If any provision of these Terms of Use is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable and will not affect the validity and enforceability of any remaining provisions in these Terms of Use.

31. Governing law and jurisdiction

The laws of Belize govern these Terms of Use, without giving effect to any principles of conflicts of laws. Any claim or dispute relating in any way in relation to the Terms of Use will exclusively be referred to and finally resolved by arbitration in Belize.

32. Amendments to these terms of use and to the Website

RepuX may, from time to time and in its sole discretion, amend these Terms of Use and any part of the Website to the extent permitted by applicable Laws.

RepuX will post a notice of all such changes on the Website (or by e-mail or by other electronic message) before the changes are effective. RepuX will specify the effective date of the changes in the notice. You must regularly check these Terms of Use to understand the current Terms of Use.

Your continued use of the Website after RepuX posts any changes will constitute your acceptance of such changes. If you do not agree to any changes, then you must cease to use, browse, and buy or sell licenses on the Website, in accordance with the terms of the Terms of Use.

Table of contents