Terms of Service

Effective Date: January 31, 2025 | Last Updated: January 31, 2025

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Repofly Inc. ("Repofly," "we," "us," or "our") governing your use of our cloud-based integrated development environment and all related services, features, content, and applications (collectively, the "Service").

1.1 Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms and updating the "Last Updated" date. Your continued use of the Service after any modifications indicates your acceptance of the updated Terms.

1.2 Additional Terms

Additional terms may apply to specific features or services. Such additional terms are incorporated into these Terms by reference. In case of conflict, the additional terms prevail for those specific features or services.

2. Eligibility

2.1 Age Requirements

You must be at least 13 years old (or 16 in the European Union) to use our Service. If you are under 18, you represent that you have your parent or guardian's permission to use the Service.

2.2 Capacity

You represent and warrant that you have the legal capacity to enter into these Terms and that you are not barred from using the Service under any applicable laws.

2.3 Entity Users

If you are using the Service on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" will refer to that entity.

3. Account Terms

3.1 Account Creation

To access certain features, you must create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your credentials
• Immediately notify us of any unauthorized use
• Accept responsibility for all activities under your account

3.2 Account Restrictions

You may not:

• Create multiple accounts for disruptive or abusive purposes
• Share your account credentials with others
• Use another person's account without permission
• Create an account using false or misleading information
• Create accounts through automated means

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. We are not liable for any loss or damage arising from your failure to maintain account security.

4. Use of Service

4.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal or internal business purposes.

4.2 Service Availability

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY GUARANTEES OF CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE OPERATION. WE MAY MODIFY, SUSPEND, OR DISCONTINUE ANY PART OF THE SERVICE AT ANY TIME WITHOUT NOTICE OR LIABILITY.

4.3 Service Limitations

We may impose limits on:

• Storage space and bandwidth
• API calls and computational resources
• Number of projects or files
• Concurrent users or connections
• Any other aspect of Service usage

4.4 Beta Features

We may offer beta features that are provided "AS IS" without any warranties. Beta features may be discontinued at any time, and we have no obligation to make them generally available.

5. Prohibited Uses

5.1 You May Not:

• Use the Service for any illegal or unauthorized purpose
• Violate any laws, regulations, or third-party rights
• Transmit any malicious code, viruses, or destructive content
• Attempt to gain unauthorized access to any systems or networks
• Interfere with or disrupt the Service or servers
• Circumvent any security measures or access restrictions
• Reverse engineer, decompile, or disassemble any part of the Service
• Use automated means to access the Service without permission
• Engage in cryptocurrency mining without explicit authorization
• Harass, abuse, or harm other users
• Impersonate any person or entity
• Collect or harvest user information without consent
• Use the Service to send spam or unsolicited communications
• Engage in any activity that could damage our reputation
• Resell or redistribute the Service without authorization
• Use the Service to develop competing products
• Violate any applicable export control laws
• Use excessive bandwidth or resources that impact other users
• Store or transmit infringing, libelous, or otherwise unlawful material
• Use the Service for high-risk activities where failure could cause harm

5.2 Enforcement

We reserve the right to investigate and take appropriate action against anyone who violates these prohibitions, including removing content, suspending or terminating accounts, and reporting to law enforcement authorities.

6. Intellectual Property Rights

6.1 Our Intellectual Property

The Service and all its components (including but not limited to software, text, displays, images, video, audio, design, selection, and arrangement) are owned by us or our licensors and are protected by intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Service.

6.2 Trademarks

"Repofly" and our logos are our trademarks. You may not use our trademarks without our prior written permission.

6.3 Feedback

Any feedback, suggestions, or ideas you provide about the Service become our property. We may use this feedback without any obligation to you.

6.4 Third-Party Content

The Service may contain third-party content or links. We are not responsible for such content and do not endorse it. Your use of third-party content is at your own risk.

7. User Content

7.1 Your Content

You retain ownership of content you create, upload, or transmit through the Service ("User Content"). By using the Service, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute your User Content solely for the purpose of providing and improving the Service.

7.2 Content Responsibilities

You are solely responsible for your User Content and the consequences of posting or publishing it. You represent and warrant that:

• You own or have the necessary rights to your User Content
• Your User Content does not infringe any third-party rights
• Your User Content complies with these Terms and all applicable laws
• Your User Content does not contain malicious or harmful code

7.3 Content Removal

We reserve the right to remove any User Content that violates these Terms or is otherwise objectionable, without prior notice and at our sole discretion.

7.4 No Obligation to Monitor

We have no obligation to monitor User Content. We are not responsible for User Content and do not endorse any opinions expressed by users.

8. Payment Terms

8.1 Fees and Billing

You agree to pay all fees associated with your use of the Service according to the pricing and payment terms presented to you. Fees are non-refundable except as required by law or as explicitly stated in these Terms.

8.2 Payment Processing

We use third-party payment processors. By providing payment information, you authorize us to charge the payment method for all fees incurred.

8.3 Taxes

You are responsible for all applicable taxes (excluding taxes based on our income). Fees are stated exclusive of taxes unless otherwise specified.

8.4 Price Changes

We may change our fees upon 30 days' notice. Your continued use after price changes indicates acceptance of the new fees.

8.5 Overdue Payments

We may suspend or terminate your access for overdue payments. You remain responsible for all fees incurred.

9. DISCLAIMERS

9.1 No Professional Advice

The Service is not intended to provide professional advice. Any information provided through the Service should not be relied upon as a substitute for professional advice.

9.2 Third-Party Services

We disclaim all liability for third-party services integrated with our Service. Your use of third-party services is governed by their terms and at your own risk.

9.3 AI-Generated Content

AI features may produce inaccurate, offensive, or harmful content. We are not responsible for AI-generated content and you use it at your own risk.

10. LIMITATION OF LIABILITY

10.1 Essential Purpose

These limitations apply even if any remedy fails of its essential purpose. Some jurisdictions do not allow limitation of certain damages, so some limitations may not apply to you.

10.2 Basis of Bargain

You acknowledge that we have set our prices and entered into these Terms in reliance on the disclaimers and limitations of liability set forth herein, and that they form an essential basis of the bargain between us.

11. Indemnification

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Your User Content
• Any harmful actions resulting from your use of the Service
• Your negligence or willful misconduct
• Any breach of your representations and warranties

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

12. Termination

12.1 Termination by You

You may terminate your account at any time through your account settings or by contacting us. Termination does not relieve you of any obligations incurred prior to termination.

12.2 Termination by Us

We may suspend or terminate your account and access to the Service at any time, with or without cause, with or without notice. Causes for termination include but are not limited to:

• Violation of these Terms
• Requests by law enforcement or government agencies
• Extended periods of inactivity
• Fraudulent or illegal activity
• Nonpayment of fees
• Actions that may harm other users or us

12.3 Effects of Termination

Upon termination:

• Your right to use the Service immediately ceases
• We may delete your account and User Content
• We have no obligation to maintain or provide your User Content
• All provisions that should survive termination will remain in effect

12.4 Survival

The following sections survive termination: Intellectual Property Rights, User Content (licenses granted), Payment Terms (for amounts owed), Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions.

13. Dispute Resolution

13.1 Informal Resolution

Before initiating arbitration, you agree to try to resolve any dispute informally by contacting us at legal@repofly.com. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 60 days of submission, you or we may bring a formal arbitration proceeding.

13.2 Binding Arbitration

YOU AND REPOFLY AGREE TO RESOLVE ANY DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY. ARBITRATION IS A FASTER AND LESS FORMAL WAY OF RESOLVING DISPUTES THAN A LAWSUIT IN COURT.

13.3 Arbitration Rules

Arbitration shall be conducted by JAMS under the JAMS Streamlined Arbitration Rules and Procedures, or any successor rules. The arbitration will be conducted in English and held in San Francisco, California, or via videoconference. The arbitrator's decision will be final and binding.

13.4 Class Action Waiver

YOU AND REPOFLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

13.5 Exceptions

This arbitration agreement does not apply to:

• Actions to protect intellectual property rights
• Claims related to theft, piracy, or unauthorized use
• Claims for injunctive relief
• Small claims court actions (if applicable)

13.6 Severability

If any part of this arbitration agreement is found to be unenforceable, the remainder shall remain in effect. If the class action waiver is found to be unenforceable, then the entire arbitration agreement shall be null and void.

13.7 Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@repofly.com within 30 days of first accepting these Terms. Your notice must include your name and address, and a clear statement that you want to opt out of arbitration.

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Venue

For any disputes not subject to arbitration, you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

14.3 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and us regarding the Service.

14.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable to the fullest extent permitted by law.

14.5 No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver must be in writing and signed by us.

14.6 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign our rights and obligations without restriction.

14.7 Force Majeure

WE SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, NATURAL DISASTERS, WAR, TERRORISM, RIOTS, EMBARGOES, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRE, FLOODS, ACCIDENTS, PANDEMIC, STRIKES, OR SHORTAGES OF TRANSPORTATION, FACILITIES, FUEL, ENERGY, LABOR, OR MATERIALS.

14.8 Export Controls

You agree to comply with all applicable export and import laws and regulations. You represent that you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and you are not on any U.S. Government list of prohibited or restricted parties.

14.9 U.S. Government Rights

If you are a U.S. Government end user, the Service is a "Commercial Item" as defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," and is being licensed to U.S. Government end users only as Commercial Items with only those rights as are granted to all other end users.

14.10 Notice

Any notices to us should be sent to legal@repofly.com or to the mailing address provided below. We may provide notice to you via email, through the Service, or by postal mail to the address associated with your account.

14.11 Relationship of Parties

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and us. You have no authority to bind us in any manner whatsoever.

14.12 Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms. Our suppliers and licensors are intended third-party beneficiaries of the limitations of liability and disclaimers in these Terms.

14.13 Language

These Terms are written in English. Any translated version is provided for convenience only, and the English version will prevail in case of any conflict.

14.14 California Users

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

15. Contact Information