EFFECTIVE DATE: January 22, 2024
WELCOME TO REPEAT. REPEAT, INC. (“REPEAT,” “US,” “WE,” OR “OUR) PROVIDES A PLATFORM THAT OFFERS USERS WHO SELL PRODUCTS ON SHOPIFY’S WEBSTORE (EACH, A “SELLER,” “YOU,” OR “YOUR”) THE ABILITY TO PERSONALIZE YOUR CUSTOMERS’ EXPERIENCE AND REORDER PRODUCTS FOR EACH OF YOUR CUSTOMERS (EACH, AN “END CUSTOMER”) BY MESSAGING END CUSTOMERS REORDER REMINDERS AND OTHER OFFERS BASED ON THE END CUSTOMER’S SPECIFIC PRODUCT PURCHASES AND USAGE BEHAVIOR. THE REPEAT PLATFORM THEN PROVIDES THE SELLER WITH ANALYTICS TO HELP UNDERSTAND CUSTOMER BEHAVIOR. PLEASE READ ON TO LEARN THE TERMS THAT GOVERN YOUR USE OF OUR WEBSITE(S), PLATFORM, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE REPEAT APPLICATION SOFTWARE PRODUCT (THE “APP”) (COLLECTIVELY, THE “SERVICES”). FOR MORE INFORMATION ABOUT THE PRODUCTS WE OFFER PLEASE EMAIL TEAM@GETREPEAT.IO
BEFORE YOU ACCESS THE SERVICES, PLEASE CAREFULLY REVIEW ALL PROVISIONS IN THESE TERMS OF SERVICE (“TERMS”) AND BE SURE YOU UNDERSTAND THEM. THESE TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN REPEAT AND YOU OR THE ENTITY YOU REPRESENT; FOR CLARITY, THESE TERMS ARE AN AGREEMENT BETWEEN YOU AND REPEAT ONLY, AND NOT BETWEEN YOU AND ANY OF REPEAT’S LICENSORS OR SUPPLIERS, INCLUDING WITHOUT LIMITATION SHOPIFY INC. (“SHOPIFY”). YOUR USE OF THE SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO THESE TERMS, INCLUDING ANY UPDATES, TO THE EXCLUSION OF ALL OTHER TERMS. BY CHOOSING “I ACCEPT”, OR DOWNLOADING, ACCESSING, OR USING THE SERVICES IN ANY MANNER, OR CONTINUING TO USE THE SERVICES AFTER ANY UPDATES, YOU AGREE THAT YOU HAVE READ THESE TERMS, THAT YOU UNDERSTAND THEM, AND THAT YOU AGREE TO BE LEGALLY BOUND BY THEM, AND BY ENTERING THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY. THESE TERMS INCLUDE A CLASS ACTION WAIVER AND RESOLUTION DISPUTES BY ARBITRATION INSTEAD OF BY A COURT PROCEEDING. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
In certain circumstances, Repeat will make certain language available to you that relates to your contractual relationship with your End Customers (“Language”). To the extent Repeat does so, you acknowledge that the Language is only a template or sample (even though it may not be labeled as such), and you agree to independently review the Language to ensure it addresses all legal issues and obligations applicable to you. Repeat proposes Language for your convenience only and not as legal advice. You may substitute any additional approved legal terms at any time for any Language provided as a template or sample by Repeat. You shall hold Repeat harmless from all disputes arising out of or related to the Language provided to you.
SECTION I: WILL THESE TERMS EVER CHANGE?
We are constantly trying to improve our Services, so we may change these Terms from time to time along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on our website, by sending you an email, or by some other means.
If you don’t agree with any updated version of these Terms, you may reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, your continued use of the Services constitutes your assent to all changes. Except for changes made by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
SECTION II: REGISTRATION:
You shall provide us with accurate, complete, and updated registration information about yourself. By submitting your registration information, you specifically authorize us to use your registration information for verification purposes with third parties, including but not limited to phone number carriers. You shall indemnify and hold Repeat, its affiliates, officers, agents, employees, and partners (“Repeat Indemnitees”) harmless for any proper and authorized use of inaccurate or incomplete registration information provided by you.
You shall not transfer your account to anyone else without our prior written permission. You will only use the Services for your own internal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you shall not use the Services. You acknowledge that we are not responsible for your use of the Services in a way that violates any applicable law.
You must protect the security of your account. You’re responsible for any activity associated with it.
SECTION III: RIGHTS YOU GRANT US:
During the registration process, you will be asked to grant us Shopify Partner Access. We use this Shopify Partner Access to review your sales performance information on Shopify’s Webstore (the “Shopify Webstore” and such information, “Shopify Webstore Information”). As part of this Shopify Partner Access, we require access to information regarding your End Customers on the Shopify Webstore (“End Customer Data”). You understand and that End Customer Data will include personally identifiable information regarding an End Customer’s name, email, physical address, billing information and their order history and specifically authorize us to process End Customer Data. We use your Shopify Partner Access to process this Shopify Webstore Information and otherwise perform the Services. For example, we use your Shopify Webstore Information, including End Customer Data, to identify trends in sales revenue on the Shopify Webstore and produce storewide, product-level, and End Customer-level insights. As part of the Services, we generate reports for you with such information. You can read more about how we process your information, including End Customer Data, in our Privacy Policy. You are solely responsible for the consequences of any actions you take based on the information we provide through the Services. By granting us Shopify Partner Access, you hereby authorize and permit us to access and use your Shopify Webstore Information to perform the Services. You hereby represent and warrant that (i) you are entitled to grant us access to the End Customer Data in accordance with these Terms, including obtaining all necessary consents for us to process End Customer Data, (ii) any End Customer Data you submit to us has not been processed in violation of any law or contractual obligation applicable to you; (iii) you have notified all End Customers about your usage and sharing of End Customer Data, including in your terms of service and privacy policy, and about your sharing such End Customer Data with Repeat in accordance with these Terms. You shall obtain all necessary consents after your agreement to these Terms pursuant to any updated, amended, or newly enacted laws, rules, or regulations governing End Customer Data, including, without limitation, obtaining consent from your End Customers if you share any information we provide to you through the Services with advertisers or other third parties. You shall indemnify and hold the Repeat Indemnitees harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorney fees) (collectively “Losses”) arising from or in any way related to your breach of the foregoing.
End Customers who are residents of the State of California have certain rights under the California Consumer Privacy Act of 2018 and amendments thereto (“CCPA”). To the extent the CCPA applies to you, you shall take all actions required by the CCPA with respect to your End Customers, including the disclosures necessary to acknowledge the sharing of End Customer Data with Repeat. Repeat and you acknowledge that Repeat is a “Service Provider” as defined in the CCPA and that Repeat shall not sell End Customer Data or use the End Customer Data for any purpose other than to provide the Services to you. Notwithstanding the foregoing, Repeat may use, sell, and share de-identified and aggregated data that is derived from the End Customer Data (“Derived Data”) without compensation to you for Repeat’s own business purposes. Repeat will make no effort to re-identify or de-aggregate any Derived Data.
Repeat shall notify you if an End Customer notifies Repeat that it wishes to assert any of its rights under the CCPA. Repeat will follow your instructions with regard to any interaction with an End Customer governed by the CCPA.
SECTION IV: WHAT SHOULD I KNOW ABOUT ELECTRONIC MESSAGING?
Some of our Services may enable you to efficiently communicate with your End Customers through SMS, other text message mechanisms, email, or other electronic messaging platforms (each, an “Electronic Message”). You expressly authorize us to communicate with your End Customers through Electronic Messages. To the extent your End Customers opt-in to our Electronic Messaging features through our “Opt In” tools, the following terms apply:
We may use Electronic Messages to help you provide information to your End Customers about products the End Customer orders on the Shopify Webstore, such as when a product is ready to reorder or for other offers.
For use of any SMS/text messaging part of our Services, you shall include the following, or substantially similar language prominently in your terms of service or other similar agreement with End Customers:
By either (a) agreeing to our Terms of Service and Privacy Policy or (b) entering your phone number to opt in to receiving messages and clicking “Submit”, you agree that we or our providers may send you text notifications and text marketing offers. While variable based on your purchase behavior, marketing-based text messages will not exceed 5 per month. You understand that consent is not a condition of purchase. You can unsubscribe from further text messages by replying STOP. Message and data rates may apply.
You shall abide by all restrictions Repeat imposes regarding the use of our Services, such as by including certain language in such Electronic Messages to comply with legal requirements. For more information on the data obtained from you and End Customers through Electronic Messages, please read our Privacy Policy.
We remove all Repeat branding and other identifiers when we send Electronic Messages to your End Customers on your behalf so that such messages are sent on a white label basis; provided, that we may, in our sole discretion, elect to include a reference to Repeat (e.g., “Powered by Repeat”) in any such Electronic Messages, along with a link to a website controlled by Repeat. You hereby grant Repeat a limited, non-exclusive license to use your name, marks, logos and other identifiers (“Trademarks”) as necessary to carry out the foregoing and as otherwise needed to perform the Services. Upon the termination of your use of the Services, we shall cease all use of the Trademarks.
For clarity, these Terms and our Privacy Policy only apply to Electronic Messages originating from our Services and sent directly to End Customers who have provided their consent. Repeat assumes no responsibility for any electronic messages, phone calls, or any other communications that occur between you and your End Customers.
You hereby represent and warrant that all End Customers expressly consent to providing their phone numbers, email addresses, or other identifiable electronic contact information for the purpose of receiving Electronic Messages, and you shall notify all such End Customers of their right to unsubscribe from further Electronic Messages by providing the notice above. You shall indemnify and hold the Repeat Indemnitees harmless from Losses arising from or in any way related to your breach of the foregoing.
Your use of the Services is subject to the following additional restrictions:
You shall not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that: (a) infringes or violates the intellectual property rights or any other rights of anyone else (including Repeat); (b) violates any law or regulation, including any applicable export control laws; (c) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (d) jeopardizes the security of your account or anyone else’s (such as allowing someone else to log in to the Services as you); (e) attempts, in any manner, to obtain the password, account, or other security information from any other user; (f) violates the security of any computer network, or cracks any passwords or security encryption codes; (g) runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (h) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means); (i) copies or stores any significant portion of the Content; (j) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services. A violation of any of the foregoing constitutes a material breach of these Terms, permitting Repeat to terminate your right to use or access the Services.
SECTION V: WHAT ARE MY RIGHTS IN REPEAT?
Subject to your compliance with these Terms, we grant you a non-exclusive, revocable, nonsublicenseable, and nontransferable license to access and use the Services. The materials displayed, performed, or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright or other intellectual property laws. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sublicense, sell, or otherwise exploit for any purpose any Content not owned by you, (i) without the prior written consent of the owner of that Content or (ii) in a way that violates someone else’s (including Repeat’s) rights. You understand that Repeat owns the Services. You shall not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
SECTION VI: DO I HAVE TO GRANT ANY LICENSES TO REPEAT OR TO OTHER USERS?
In the course of using the Services, you and other users may provide information (other than Shopify Partner Access and Shopify Webstore Information), such as posts and comments on our website, which may be used by us in connection with the Services and which may be visible to certain other users. You understand that by posting information or content on the Services or otherwise providing content, materials, or information to us or in connection with the Services (collectively, “User Submissions”), you hereby grant Repeat a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable, and transferable license to use such User Submissions (including all related intellectual property rights) in connection with the Services and our business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels. This is a license only – your ownership in User Submissions is not affected.
Finally, you acknowledge that if your User Submissions contains any feedback, ideas, concepts, or techniques, we can use the User Submissions and anything it contains for any purpose including, but not limited to, developing, manufacturing, and marketing services or products. Please note that the foregoing licenses are subject to our Privacy Policy to the extent they relate to User Submissions that contain personally-identifiable information.
SECTION VII: WHO IS RESPONSIBLE FOR WHAT I SEE AND DO ON THE SERVICES?
The Services may contain links or connections to third party websites or services that are not owned or controlled by Repeat. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Repeat is not responsible for such risks. We encourage you to be aware when you leave the Services to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize. Repeat has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Repeat will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold the Repeat Indemnitees harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations or individuals found on or through the Services, including all dealings between you and your End Customers for payment and delivery of goods or services on your Shopify Webstore, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You acknowledge that Repeat is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between any users of our Services, including between you and your End Customers, or between users and any third party, you acknowledge that Repeat is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release the Repeat Indemnitees from Losses arising out of or in any way related to such disputes or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
SECTION VIII: WILL REPEAT EVER CHANGE THE SERVICES?
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
SECTION IX: DOES REPEAT COST ANYTHING?
By accepting these Terms, you shall pay all fees for our paid services, including any subscription services offered by us (the “Paid Services”), until you cancel your enrollment subject to Section X. Please Contact Us for a description of our current Paid Services. You can cancel your enrollment pursuant to the provision in Section X. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms.
We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms and our Privacy Policy. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you shall pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment method (your “Payment Method”). You shall make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you shall pay all amounts due on your Billing Account upon demand.
Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, EMAIL TEAM@GETREPEAT.IO.
YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY EMAILING TEAM@GETREPEAT.IO. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU ACKNOWLEDGE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you may receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your Payment Provider governs your use of your Payment Method. You acknowledge that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Unless you opt out of auto-renewal, which can be done by emailing team@getrepeat.io, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, email team@getrepeat.io. If you terminate a Paid Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at team@getrepeat.io.
SECTION X: WHAT IF I WANT TO STOP USING REPEAT?
You’re free to stop using our Services at any time, by cancelling your enrollment by emailing team@getrepeat.io; provided, however, that you shall provide us a minimum of thirty (30) days’ written notice to the email address above before such termination is effective. Please note that: (a) you are not entitled to any refund of fees for the thirty (30) day period after which we receive your termination notice, and (b) if you try to cancel within thirty (30) days of your next bill, we can still charge you for the period up to the effective date of termination. Please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using our Services. Please contact us at team@getrepeat.io if you have any questions.
Repeat may terminate (or suspend access to) your use of the Services or your account, for any reason in our sole discretion, including your breach of these Terms. Repeat has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
Provisions that, by their nature, should survive termination of these Terms do survive termination. By way of example, the foregoing provisions in this Section X survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, also survive termination.
SECTION XI: WHAT ELSE DO I NEED TO KNOW?
Warranty Disclaimer. Neither Repeat nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we are not responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE SERVICES AND CONTENT ARE PROVIDED BY REPEAT (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE MAKE NO GUARANTEE ABOUT THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICES. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO COGNIZABLE LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) WILL REPEAT (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $1,000 OR (II) THE AMOUNTS PAID BY YOU TO REPEAT IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. In addition to any other indemnification obligations in these Terms, you shall indemnify and hold the Repeat Indemnitees harmless from and against any and all Losses arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms, including with respect to End Customer Data and Electronic Messages as set forth in each of those sections. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice does not eliminate or reduce your indemnification obligations hereunder).
Assignment. You shall not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Repeat’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms must be finally settled in Los Angeles County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party may pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in or with jurisdiction over Orange, California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND REPEAT ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Miscellaneous. You are responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Repeat may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein is not deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms otherwise remain in full force and effect and enforceable. These Terms are the complete and exclusive statement of the mutual understanding between you and Repeat, and that supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge that you are not an employee, agent, partner, or joint venture of Repeat, and you do not have any authority of any kind to bind Repeat in any respect whatsoever. There are no third party beneficiaries intended under these Terms.