Vendor Agreement

RepuX Vendor Agreement

Last updated: 08 September 2018

This Vendor Agreement (which includes the Terms of Use) ('Agreement') governs your access to the Website and the process by which you sell licenses of Data Products to Buyers on the Website through your account(s). This is an agreement between you or the organization you represent ('you' or the 'Vendor') and RepuX Ltd. ('we', 'us' and 'RepuX').

1. RepuX's role

RepuX is neither the Buyer nor the Vendor of Data Products.

RepuX’s role is as set out in Section 2 of the Terms of Use.

2. Listing Data Products

To list a Data Product on the Website, you must log on to the Website using your MetaMask account and submit information regarding your Data Product. You must submit the following information (the "Data Product Information"):

3. Prohibited data

You must not list any Data Products that contain any of the following categories of data ('Prohibited Data'):

4. Rules in relation to personal data

You must not list any Data Products that contain any information about identifiable individuals or that could be used to identify individuals. If you do list any Data Products that contain any information about identifiable individuals or that could be used to identify individuals, you represent, warrant and undertake to RepuX that you are permitted to do so by applicable Laws.

5. Providing test data or samples

To list a Data Product on the Website, you should provide test data of the Data Product or a sample of the Data Product so that potential Buyers are able to evaluate the Data Product before buying.

6. License terms for Data Products

When you submit a Data Product for listing, you must select the terms of the End User License Agreement that will apply to the Data Product ('EULA'). There are three options to select from.

You may only choose one option for each Data Product.

OPTION 1. Standard EULA

If you select 'Standard EULA', the terms in the Standard End User License Agreement set out in set out in the Standard EULA will apply between you and the Buyer.

OPTION 2. Restricted EULA

If you select 'Restricted EULA', the terms in the Restricted End User License Agreement set out in the Restricted EULA will apply between you and the Buyer.

OPTION 3. Vendor EULA

If you select 'Vendor EULA', the terms in the End User License Agreement that you upload will apply between you and the Buyer. The Buyer will be able to see a copy of the Vendor EULA that you upload before the Buyer submits its Order.

Nothing in the Vendor EULA is binding on RepuX and the terms of the Vendor License do not form part of this Agreement between you and RepuX. The terms of the Vendor EULA only apply between you and the Buyer.

7. Your license grant to RepuX

RepuX does not take ownership of your Data Product.

You grant RepuX a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to

8. Your obligations, warranties and representations

You represent, undertake and warrant to us that:

9. Setting the price

'Price' refers to the price at which a Data Product is made available for license on the Website.

You will set the Price in REPUX for each Data Product you submit for listing at your sole discretion.

You are solely responsible for the Price that you set. The Price you set cannot be more than (or less advantageous to Buyers than) any price you offer for the same Data Product or a similar data product (including by way of any discounted offers, special discounts, bundling or packages) on any other website or forum.

You must not impose or collect any additional taxes, charges or amounts on/from the Buyer.

10 .Notification of Buyer orders and access to Data Products

Every time, when a Buyer places an order on the Website for your Data Product ('Order') you will be notified via the Website and you will be able to see who has ordered your Data Product.

You will be required to finalise the Order. If you do not finalise an Order within the number of days that you have set for this listing, Buyer would be able to cancel an Order.

After you finalise the Order, the Buyer will be granted access to the relevant Data Product. The Buyer will be able to access the Data Product via direct download.

You may not reject an Order and then solicit the Buyer outside of the RepuX platform. For more information about Prohibited Acts like this, see Section 5 of the Terms of Use.

11. Service fees and payments

'Service Fees' means the fees payable by you to RepuX.

The Service Fees are as follows:

Table 1: RepuX service fees

Type of fee Value
% of the total Price paid (including any Taxes, if applicable) by Buyers for your Data Product(s) 0%
Flat transaction fee (REPUX) 0

The Service Fees payable by you pursuant to this Agreement are exclusive of all value added, sales, use and similar taxes, customs and export duties and you will pay any taxes that are imposed and payable on such amounts. If we are required by Law to collect any value added, sales, use or similar taxes from you, you will pay such taxes to us in addition to the Service Fees.

RepuX may, from time to time and at its sole discretion, amend the Service Fees or introduce a minimum Service Fee, so that the Service Fee is the greater of: the minimum Service Fee; or the applicable % of the total Price paid as set out in the table above (as may be amended from time to time). RepuX will notify you of all such changes on the Website (or by e-mail or by other electronic message) at least 14 days before the changes are effective. RepuX will specify the effective date of the changes in the notice. Your continued use of the Website after RepuX provides such notice will constitute your acceptance of such changes.

12. Settlement

'Wallet Address' refers to the ERC20 Wallet used by you to login to your account.

After the Buyer has been granted access to the relevant Data Product, you will be able to withdraw accumulated funds from the Product Smart Contract to your wallet.

RepuX is not responsible for any transaction fees charges that you incur.

13. Tax

'Taxes' means any value added, sales, use, excise, import, export and other taxes, duties, charges and payments assessed, incurred or required to be collected or paid in connection with any advertisement, offer or license of Data Products by you on the Website.

RepuX is not responsible for collecting, remitting or reporting any Taxes. You are responsible for the collection and payment of any Taxes and the filing of all relevant returns (e.g. GST and issuing GST invoices/credit memos). If a Buyer requests a tax invoice from you, you will deal with this request.

14. Currency

Unless stated otherwise, all amounts contemplated in this Agreement and on the Website are expressed and displayed in REPUX tokens ('REPUX'), and all payments contemplated by this Agreement will be made in REPUX (unless otherwise agreed between you and RepuX). RepuX reserves the right at its sole discretion to introduce other currency options.

15. Delisting a Data Product

If you wish to delist your listed Data Product(s), you may do so by following the process provided by RepuX.

16. Defective Data Product(s) and Buyer claims and complaints

If any of your Data Product(s) are found to be defective at any time and in any way, you must correct the defect immediately and at your own cost.

RepuX will refer any claims, complaints and enquiries by the Buyer to you and you must liaise directly with the Buyer to resolve the claim, complaint or enquiry (including by replacing, correcting, refreshing or updating the Data Product(s), where required).

17. If a Buyer is in breach of the relevant EULA

You must raise any claims, complaints and enquiries you may have directly with the relevant Buyer and attempt to resolve the claim, complaint or enquiry with the relevant Buyer.

RepuX accepts no responsibility in respect of the Buyers use of the Data Products, including but not limited to any damages caused any breaches of the End User License Agreement by the Buyer.

18. Liability of RepuX

(a) Except as set out in (b) below, RepuX’s maximum liability to the Vendor, for any claims arising out of or in connection with this Agreement will not exceed at any time the total amounts paid by you to RepuX by way of Service Fees during the six month period prior to the date of the claim or series of related claims.

(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.

19. Your contact with Buyers and use og information about Buyers

You may only use tools and methods provided by RepuX to communicate with Buyers. You will not, directly or indirectly at any time:

20. Your indemnification of RepuX

You will indemnify us, our affiliates (and their and our agents, employees, directors and officers) against any claim, loss (direct or indirect), damage, settlement, cost, expense or other liability (including attorneys' fees) (each a 'Claim') arising from or related to your use or misuse of the Website; any claim in relation to your Data Products; your actual or alleged breach of any obligations in this Agreement; your actual or alleged breach of any obligations in this Agreement; your breach or alleged breach of any third-party rights; or your Taxes or the collection, payment or failure to collect or pay your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

We reserve the right, at our own expense, to assume the exclusive defense and control of any Claim, in which event you will cooperate with us in asserting any available defenses.

21. Governing law and jurisdiction

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

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