Terms of Service

Last updated March 1, 2017

Welcome to Replogic, a new, online platform dedicated to helping independent sales representatives succeed. The Replogic website and services are still taking shape, but we are ready to let interested users check out our evolving site (the "Beta Site") and help us prepare for its official release later this year. If you want to be part of shaping the next generation of sales representative tools, please read this page carefully. We hope you decide to join us as a beta user.

Before you can use the Beta Site, there are a few things we need to tell you—and that you need to agree to. Because we want you to understand them, we're going to tell you in English. Then we'll include the full legal language (but we have asked our attorneys to keep it as simple as they can). Apologies in advance for the ALL CAPS sections—we aren't yelling at you, our lawyers insist that these sections be "conspicuous" or they don't count, and upper case is apparently conspicuous in the eyes of the law.

Here's the English Translation:

We are giving you early access to a site and software that is not done yet, may not work correctly, and probably has a few bugs. So please don't use the Beta Site in a way where if something goes wrong it will be more than an inconvenience, because all we will do if there is a glitch is try to figure out what happened and make sure it does not happen again. We are giving you access to the Beta Site for free, and we are not responsible for anything that occurs as a result of your use of the Beta Site. The Beta Site is only intended for users in the United States at this time.

The Beta Site allows for communication between and among its users. As a user, you are solely responsible for any content that you post to the Beta Site, and agree not to post anything that is false, illegal, untrue, threatening, abusive, obscene, or otherwise objectionable. You also can't copy, post, or otherwise publish any information about other users of the Beta Site on any other site or medium. Because our ultimate mission is to connect sales reps to each other and the manufacturers and distributors they work with (that functionality is coming later), we will store any information you provide us about yourself and may use it to provide our services, as they may evolve. Of course, we will comply with all applicable laws regarding personal information and you retain ultimate control over your information. Please see our Privacy Policy for details.

While this should be obvious, we own the Beta Site, every line of code, every interface, every algorithm, and, yes, every bug. We are granting you a limited license to use the Beta Site at your own risk. Finally, anything you tell us about your Beta Site experience is ours to use in whatever way we want (and the way we want to use it is to make Replogic better).

We may change the Beta Site (and these terms) at any time, and will note the date of any adjusted terms at the top of this page. Check back often.

Here is the legal version:

REPLOGIC BETA SITE TERMS OF USE V1

March 1, 2017

IMPORTANT NOTICE: PLEASE READ AND BE SURE YOU UNDERSTAND THESE BETA SITE TERMS OF USE ("TERMS") BEFORE USING THE BETA SITE. IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT USE THE BETA SITE, AND BY USING THE BETA SITE YOU AGREE TO BE BOUND BY THESE TERMS. BY CLICKING THE "I AGREE" OR "YES" BUTTON, BY LOADING THE BETA OR BY OTHERWISE INDICATING ASSENT, YOU AGREE THAT (a) YOU ARE 18 OR OLDER AND (b) THESE TERMS WILL BECOME A LEGAL BINDING CONTRACT BETWEEN YOU AND REPLOGIC, INC. ("Replogic" or "we" and its derivatives). [

1. Purpose and Disclaimer

(a) Replogic is making the Beta Site available to anyone who chooses to visit it and is 18 years of age or older (or the age of majority in the jurisdiction from which he or she is accessing the Beta Site) (each, a "User") for the sole purpose of obtaining User feedback about the Beta Site's performance and to identify defects in and potential improvements to the Beta Site (the "Evaluation"). You acknowledge that the Beta Site is a pre-release product and may contain bugs, errors and other problems. You are advised not to rely on the Beta Site's performance or proper functioning and acknowledge that all use of the Beta Site is at your own risk. The Beta Site is made available to you on the express condition that you accept these Terms.

(b) THE BETA SITE IS PROVIDED TO YOU "AS IS" AND, TO THE GREATEST EXTENT ALLOWED BY LAW, REPLOGIC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE BETA SITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE. THE BETA SITE MAY NOT BE AVAILABLE ON AN UNINTERRUPTED BASIS AND MAY CONTAIN ERRORS.

2. Limited License and Restrictions

(a) Subject to your compliance with the these Terms, Replogic hereby grants you a limited, royalty-free, non-exclusive, revocable, non-transferable license to (i) access the Beta Site solely on devices you own or control, and (ii) use the Beta Site for the sole purpose of Evaluation.

(b) Replogic may, in its sole discretion, modify the Beta Site, any related documentation (if applicable), or any elements thereof from time to time in its sole discretion.

(c) You will not (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Beta Site or any portion thereof; (ii) frame or use framing techniques to enclose any trademark, logo, or other of Replogic's marks (or use any metatags or other "hidden text" using our name or trademarks); (iii) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any element of the Beta Site (except to the extent the foregoing restrictions are expressly prohibited by applicable law); (iv) use any manual or automated means to "scrape" or download data from the Beta Site; (v) collect or use any personally identifiable information, including information about other Users, from the Beta Site except as expressly contemplated by this Agreement and our Privacy Policy; (vi) access the Beta Site in order to build a similar or competitive website, application, or service; or (vii) remove or destroy any copyright notices or other proprietary markings contained on or in the Beta Site.

(d) Except for the limited license grant above, you have no rights to the Beta Site or any of its component(s), including the documentation, or to any patents, copyrights, trade secrets, trademarks, mask works, inventions, source code, object code, listings and documentation related thereto (collectively, "Intellectual Property Rights") in any form, and we reserve all such rights.

(e) Replogic will own any feedback, suggestions, or ideas for improvements you provide to us about the Beta Site (collectively, "Feedback"), and you hereby assign all right, title, and interest to the Feedback to Replogic.

(f) A "Registered User" is a User who has registered an account through the Beta Site ("Account"). You must be a Registered User to access certain features of the Beta Site. You agree to provide accurate, current and complete information about yourself (the "Registration Data") when registering an Account and regularly update the Registration Data for so long as you have an Account. You represent that you are (i) of legal age to form a binding contract; and (ii) legally permitted to use the Beta Site. You are responsible for all activities that occur under your Account, including any unauthorized use of the Beta Site by minors.

3. Content and User Responsibilities

(a) You are solely responsible for all text, comments, images, and any other material that you upload to, or make available from, the Beta Site ("Content"), including your Account information. You may not use the Beta Site to transmit, store, display, distribute or otherwise make content available that is illegal, harmful, or offensive, including content that is defamatory, obscene, abusive, invasive of privacy, pornographic, or otherwise objectionable. While we have no obligation to do so, we may review User Content from time to time and may (i) remove any Content that, in our sole discretion, violates this Section 3(a) or any other provision of these Terms, and (ii) delete the Account(s) associated with such Content. We will not modify or alter your Content in any way, and we expressly disclaim any liability arising from your Content.

(b) You hereby grant us a limited, revocable, non-assignable, non-sublicensable (except as required to support hosting of the Beta Site) license to use your Content solely for the purposes of the Evaluation. You represent and warrant that you have all rights necessary for you to display, distribute and otherwise make your Content available through the Beta Site, and that such distribution does not infringe any third party's Intellectual Property Rights. Replogic owns all Information about the use of the Beta Site, including anonymized User and Account information, and we may use it for any legitimate business purpose.

(c) The Beta Site may allow you to access materials that are hosted by another party. It is impossible for us to monitor such materials and you access such third-party materials at your own risk.

(d) Replogic expressly disclaims any liability that may arise because of interactions between Beta Site Users. The Beta Site features that allow communication between Users are only a venue for connecting Users. Because Replogic is not involved in the actual contract between Users or in any transaction between them (if applicable), should you have a dispute with one or more Users, you irrevocably release Replogic (and our officers, directors, agents, investors, subsidiaries, and employees) from all claims, demands, or damages (actual or consequential) of every kind and nature arising out of or in any way connected with such disputes.

(e) Replogic is not responsible for and does not control the Content of any User. We have no obligation to review or monitor, and do not approve, endorse or make any representations or warranties with respect to Content. You use all User Content and interact with other Users at your own risk. Although we do not generally monitor User activity, we may do so, and if we become aware of a potential violation of these Terms, we may investigate such incidents, and, in our sole discretion, take whatever steps we deem necessary to remedy such violation, including immediately terminating any Account being used in violation of these Terms. The Beta Site automatically tracks all User activity, including with respect to viewing information about other Users, etc. We may use this information to improve the Beta Site and to enforce our rights under these Terms.

(f) YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE BETA SITE. YOU AGREE NOT TO USE ANY PERSONAL INFORMATION ABOUT OTHER USERS FOR ANY REASON EXCEPT TO COMMUNICATE WITH SUCH USERS VIA THE BETA SITE. WITHOUT LIMITING THE PRIOR SENTENCE, YOU EXPRESSLY AGREE (i) NOT TO COPY, PUBLISH, UPLOAD OR OTHERWISE DISTRIBUTE ANY PERSONAL INFORMATION OF ANY USER TO ANY THIRD-PARTY SITE OR SERVICE OR ANY OTHER MEDIUM, AND (ii) THAT A VIOLATION OF THIS PROHIBITION WILL BE GROUNDS FOR IMMEDIATE TERMINATION OF YOUR ACCOUNT, WITHOUT PREJUDICE TO ANY OTHER REMEDIES AVAILABLE TO US AT LAW OR EQUITY.

4. Term

(a) These Terms will become effective when you accept them and will terminate upon the earlier of (i) termination of these Terms by Replogic for any reason (ii) the release of a commercial version of the Beta Site, or (iii) discontinuation of the Beta Site by Replogic.

(b) Upon expiration or termination of these Terms, the rights and licenses granted hereunder will immediately terminate, and you will stop using the Beta Site.

5. Limitation of Liability

IN NO EVENT WILL REPLOGIC, ITS EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES FROM DAMAGES OF ANY KIND RELATING TO THE BETA SITE, INCLUDING CLAIMS OF LOST PROFITS, LOSS OF GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR NEGLIGENCE OF ANY CHARACTER RELATED TO THE BETA SITE, EVEN IF REPLOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Miscellaneous

(a) These Terms are governed by the laws of the State of New York, without regard to its conflicts of laws provisions that would require a different result, and all actions relating to the Beta Site or these Terms will be brought in the state and federal courts located in New York County, New York. You consent to venue and exclusive jurisdiction in those courts.

(b) These Terms are the entire agreement between you and Replogic regarding the Beta Site and supersede any other communications, representations or advertising relating to the Beta Site.

(c) We may modify these Terms in our sole discretion by posting an updated version of these Terms on the Beta Site. Continued use of the Beta Site following an update will be deemed acceptance of any modified terms.

(d) If any provision of these Terms is held invalid, the remaining provisions will remain in full force and effect.

(e) These Terms are personal and you may not assign them.

(f) The Beta Site is provided from the United States, and all information related to the Beta Site, including all Content and information about Accounts and Users, is stored in the United States.

If you have any questions about these terms, contact us at info@replogic.com.