Terms and Conditions

Consent to Be Contacted:

1. Introduction

These Terms and Conditions (the "Terms") govern the individual, company and/or organizational (collectively, "you", "your", "yours", or "Customer") use and/or purchase of any RepCard services, including any use of the various features and services available through the RepCard website These Terms and Conditions (the "Terms") govern the individual, company and/or organizational (collectively, "you", "your", "yours", or "Customer") use and/or purchase of any RepCard services, including any use of the various features and services available through the RepCard website (https://repcard.com). This includes both online and mobile versions (the "Site" and the "App", respectively), and any SMS/MMS long codes or short codes that may be provided or made available to you in conjunction with your use of the Site or the App (collectively, the "Services"), as well as all software, technical, and communications platform(s) available on and through the Site or the App (collectively, the "Platform"). The Platform and Services are made available by RepCard (collectively, "RepCard", "we", "us", "our", or "ours").. This includes both online and mobile versions (the "Site" and the "App", respectively), and any SMS/MMS long codes or short codes that may be provided or made available to you in conjunction with your use of the Site or the App (collectively, the "Services"), as well as all software, technical, and communications platform(s) available on and through the Site or the App (collectively, the "Platform"). The Platform and Services are made available by RepCard (collectively, "RepCard", "we", "us", "our", or "ours").

Please read these Terms carefully before you download, install, access, or use the Platform or Services. The business realities associated with operating the Platform and providing the Services are such that, without the conditions that are set forth in these Terms, RepCard would not make the Platform or the Services available to you. In some cases, both these Terms and separate guidelines, rules, or terms of use or sale setting forth additional or different terms and/or conditions will apply to your use of the Platform or to the Services offered via the Platform or otherwise (in each such case, and collectively, the "Additional Terms").

Your download, installation, access or use of the Services and Platform constitutes your acceptance and agreement to be legally bound by these Terms and any Additional Terms, which take effect on the date on which you first download, install, or use the Services. If you do not agree with these Terms (or any Additional Terms), you should cease downloading, installing, or using the Services and Platform immediately. Your continued use of the Services or Platform shall be an affirmation of your consent to be bound by these Terms, any Additional Terms, and any changes thereto.

To access and use the Platform and Services, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence, or authorized to bind the specific entity on whose behalf you are accessing and using the Platform or obtaining Services (as applicable).

2. The Company

The Platform and Services are operated by RepCard, LLC, an Arizona limited liability company, with an office at 3820 E. Main Street, Suite 2, Mesa, Arizona 85205.

3. Revisions to Terms

We reserve the right to change these Terms and Additional Terms at any time. These Terms (and any Additional Terms) in the form posted at the time of your use of the applicable Services to which they may apply, shall govern your use (including transactions entered during such use). As our Platform and Services evolve, the terms of use under which we offer the Platform and Services may prospectively be modified, and we may cease offering the Platform or Services under the Terms or Additional Terms previously offered.

Accordingly, each time you sign in to or otherwise use the Platform or utilize our Services, you are entering into a new, legally binding agreement with us on the then-applicable terms of use and you agree that we may notify you of other terms by posting them on the Platform (or in any other reasonable manner of notice which we elect), and that your use of the Platform and Services after such notice constitutes your agreement going forward to these terms for your new use and any transactions. Therefore, you should review these posted Terms and any applicable Additional Terms each time you use the Platform and Services (at least prior to each transaction or submission).

4. Terms Applicable to Premium Access

A. Premium Access; Premium Access Fees; Texting Charges

You may upgrade from your free RepCard account to a Premium subscription to access enhanced features and services of the Platform ("Premium Access"). Unless an alternative payment arrangement with you has been previously agreed to in writing by us, you must first provide us with a valid credit card number and associated payment information including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to charge your card, in order to upgrade your account to Premium Access.

By submitting that information to us or our third-party credit card processor, you agree that you authorize us and/or our processor to charge your card at our convenience, but within thirty (30) days of credit card authorization. In addition, you agree to pay the price applicable (including any sales taxes and surcharges) for Premium Access (the "Premium Access Fee") as of the time you make such selection and submit the order.

In addition to the Premium Access Fee, you agree that you will be charged, and shall be responsible for, $0.03 per automated text message that is sent to a recipient while using the Platform (the "Texting Charges") during a Subscription Term (as defined below). In addition, you also acknowledge that delivery and deliverability rates for any text/SMS/MMS messages sent using the Platform may vary and are the responsibility of third-party carriers and not RepCard.

B. Premium Access Term & Termination

Your Premium Access subscription will commence as of the date your first Premium Access Fee is received by RepCard. Your subscription (as applicable) will continue in full force for the length of the term you specifically purchased, or, if no specific length of time is specified, will be on a month-to-month basis until such time as you cancel Premium Access as provided in this Section 4 (the "Subscription Term").

RepCard will have the right, upon written notice to you, to terminate these Terms, the Subscription Term, and/or suspend your Premium Access or any other portion of the Platform or Services if: (a) you fail to pay the RepCard Fees (as defined below) or any other amounts due us when due under these Terms, and/or (b) you materially breach any term or condition of these Terms or any Additional Terms.

C. Auto-Renewal; RepCard Fees

Except in cases where you have timely cancelled your Premium Access, you acknowledge that your Premium Access subscription will automatically renew at the end of each Subscription Term continuously and indefinitely without action by you and that you will be charged a new Premium Access Fee at the time of renewal.

By providing your payment method for your Premium Access subscription, you are agreeing to pay a Premium Access Fee that will automatically renew at the then-current rate unless you cancel before the end of the current Subscription Term, as well as any applicable Texting Charges, taxes and service fees due (collectively, "RepCard Fees").

D. Termination/Cancellation of Premium Access

You have the right and ability to cancel or otherwise downgrade your Premium Access subscription at any time upon using the functionality available in the "Settings" section of the App or by visiting your account profile area on the Site. If, for whatever reason, you are unable to login to your RepCard account, you may contact RepCard directly by sending an e-mail to: support@repcard.com. Cancellation of your Premium Access subscription any time after purchase will result in forfeiture of the remainder of your Premium Access Fee.

E. Methods of Payment; Credit Card Terms; Taxes

RepCard or our third-party credit card/payment processor will automatically bill your credit card or other form of payment submitted as part of the order for Premium Access. All payments for RepCard Fees must be made through a credit or debit card or other payment mechanism we accept at the time you sign up for Premium Access. We currently do not accept cash, personal or business checks or any other payment form.

You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT REPCARD, ARE SOLELY RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD-PARTY.

F. Refund Policy

All purchase transactions for Premium Access or other Services made through the Platform are subject to RepCard's refund policy in effect at the time of such purchase. Currently, RepCard's refund policy is not to offer any refunds for any Premium Access subscriptions purchased through the Platform.

G. Mispriced Services

RepCard does its best to describe Premium Access and other Services offered on the Platform as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing shown on the Platform are always complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of Premium Access or any other item, product, or Service, RepCard shall have the right to refuse or cancel any such orders in its sole and absolute discretion.

H. Effect of Employee Termination on Access to Account Information

In the case of Customers with a Corporate subscription for their organization, you may remove terminated or departed users from, and disable any further access by them under, your Corporate account. However, any terminated or departed user under such Corporate account is entitled to retain their own RepCard account, as well as any profile content, reviews, ratings, feedback, or other data connected with such user other than contacts stored by the user while under the Corporate account. The disposition of such contacts shall be a matter strictly between the Corporate account holder and the terminated or departing user.

5. Foreign Use

We operate the software underlying and required for your use of the Services and Platform from the United States of America, and it is possible that some downloads from the Services and Platform could be subject to government export controls or other restrictions. If you download anything from or use the Services or Platform, you represent that you are not subject to such controls or restrictions. We make no representation that anything is appropriate, permissible, or available for use outside the United States, and using the Services or Platform from territories in which such use, or the information available from such use, is illegal, restricted, or not permitted, is expressly prohibited.

6. Wireless and/or Internet Networks Required

Use of the Platform and Services does not include the provision of a mobile device or other necessary equipment to access it. To use the Platform or Services, you will need Internet connectivity and appropriate telecommunication links. RepCard shall not have any responsibility or liability for any telephone or other costs you may incur.

7. Prohibited Use

In accessing and using the Platform or Services, you agree that you will not, directly or indirectly, or in any way:

• Reverse engineer, decompile, disassemble, reverse assemble, or modify any Platform source or object code or any software or other products, Services, or processes accessible through any portion of the Platform or Services;
• Engage in any activity that interferes with a user's access to the Platform or Services or the proper operation of the Platform or Services, or otherwise causes harm to the Platform, RepCard, or other users;
• Interfere with or circumvent any security feature of the Platform or Services;
• Attempt to gain unauthorized access to the Platform or Services, other computer systems or networks connected to the Platform, through password mining or any other means;
• Make the Platform or Services available to anyone other than your employees and Authorized Users;
• Sell, resell, sublicense, share, rent or lease the Platform or Services to any third party;
• Knowingly use the Platform or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material;
• Use the Platform or Services to store, deliver or transmit malicious code such as viruses, unsolicited emails, trojan horses, worms, or time bombs;
• Access the Platform for purposes of monitoring its availability, performance, reliability or functionality, or for any benchmarking or competitive purposes;
• Engage in activity that violates our Anti-Spam Policy;
• Submit any information to the Platform or Services that is inaccurate, materially false or misleading, or out-of-date;
• Engage in any activity that is in breach of any law, statute, regulation or by-law of any applicable jurisdiction.

8. Customer Responsibility for Consents and Legal Compliance

The Platform may NOT be used for sending any unsolicited messages except with our prior written approval (which RepCard reserves the right to withhold in its sole and absolute discretion), and may NOT be used for sending any messages that violate applicable law, these Terms, or any Additional Terms.

You agree to our Privacy Policy and Anti-Spam policies described in these Terms and agree to enforce the permission-based marketing practices. You agree to assume full responsibility and accept the legal consequences of any action by anyone using your RepCard account.

Before downloading, accessing, and using the Services and Platform, you agree to review and abide by all federal, state, and local laws, statutes, and regulations, as well as applicable text/SMS/MMS messaging/telecommunications industry guidelines, including but not limited to:

• Telephone Consumer Protection Act ("TCPA"), 47 U.S.C. § 227, et seq.
• Telemarketing Sales Rule ("TSR"), 16 C.F.R. Part 310, et seq.
• Controlling the Assault of Non-Solicited Pornography and Marketing ("CAN-SPAM") Act of 2003
• Mobile Marketing Association ("MMA") U.S. Consumer Best Practices Guidelines for Messaging
• CTIA Messaging Principles and Best Practices

9. Unauthorized Reproduction

You agree not to reproduce, duplicate, copy, or re-sell the Platform or the Services, or any part of the Platform or the Services unless otherwise permitted by these Terms.

10. Unauthorized Interference

You agree not to access without authority, interfere with, damage or disrupt: any part of the Platform or the Services; any equipment or network on which the Platform or the Services is stored; any software used in the provision of the Platform or the Services; or any equipment or network or software owned or used by any third party.

11. Sub-Licensable License

You hereby grant to RepCard an irrevocable, royalty-free, worldwide, assignable, sub-licensable license to use any material which you submit to RepCard through the Platform or the Services for the purpose of use on the Services or for general marketing of our services. You agree that you waive your rights to be identified as the author, and we may modify your submission.

12. Unjustified Reliance

Commentary and other material available on the Platform or Services are not intended to amount to advice on which reliance should be placed. RepCard disclaims all liability and responsibility arising from any reliance placed on such materials by any user of the Platform or Services.

13. Responsibility for Use of Platform and Services

You assume sole responsibility for results obtained from the use of the Platform and Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions, or scripts provided to us by you in connection with the Platform or Services.

14. Use of Platform and Services

You agree to comply at all times with any instructions for use of the Platform or Services, which we may make from time to time.

15. Customer Credentials; Confidential Information

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party. RepCard has the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time.

16. Access to Platform and Services

We make no warranty that your access to the Platform and Services will be uninterrupted, timely, or error-free. Due to the nature of the Internet, this cannot be guaranteed. In addition, we may occasionally need to carry out repairs, maintenance, or introduce new facilities and functions.

17. Suspension of Access

Access to the Platform and Services may be suspended or withdrawn to or from you personally or any or all Authorized Users temporarily or permanently at any time and without notice. We may also impose restrictions on the length and manner of usage of any part of the Platform or Services for any reason.

18. Compatibility with Device

We do not warrant that the Platform or Services will be compatible with all hardware and software which you may use. We shall not be liable for damage to, or viruses or other code that may affect, any equipment, software, data or other property as a result of your download, installation, access to, or use of the Platform or Services.

19. Changes to the Platform and Services

We may change or update the Platform or Services, and anything described in it, without notice to you. If the need arises, we may suspend access to the Services and Platform, or close either or both indefinitely.

20. No Express Warranties; Disclaimer of Representations and Warranties

YOUR ACCESS TO AND USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK. THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS.

Therefore, to the fullest extent permissible by law, RepCard and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the "RepCard Parties") hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to the Platform, App, Site, or Services.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A REPCARD PARTY, THE REPCARD PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

32. Limitation of Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE APP. THE APP IS AVAILABLE "AS IS," AND "AS AVAILABLE". YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND ENDORSEMENTS, EXPRESS OR IMPLIED, WITH REGARD TO THE APP, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT, UNDER NO LEGAL OR EQUITABLE THEORY (WHETHER TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE), SHALL WE OR ANY OF OUR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS OR AFFILIATES, BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM THE APP, THE USE OF THE APP, OR OUR AGREEMENT WITH YOU CONCERNING THE APP, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, LOST ANTICIPATED PROFITS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION.

IF WE ARE HELD LIABLE TO YOU IN A COURT OF COMPETENT JURISDICTION FOR ANY REASON, IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES IN EXCESS OF ONE HUNDRED FIFTY DOLLARS ($150.00).

32.1 Limitation on Time to File Claims

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE TO THE OTHER) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES, OR IT WILL BE FOREVER BARRED.

32.2 Equitable Relief

Notwithstanding anything in these Terms or any Additional Terms to the contrary, nothing in these Terms shall apply to any legal action taken by RepCard to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the App, the Site, the Services, the Platform, and/or RepCard's intellectual property rights.

32.3 Waiver of Class Action

YOU AND REPCARD MUTUALLY AGREE THAT EACH MAY BRING DISPUTES OR CLAIMS AGAINST THE OTHER ONLY IN YOUR (OR ITS) INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes or claims will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party.

33. Representations Regarding Use of Platform and Services

You represent and warrant that (a) your use of the Platform and Services will be in strict accordance with these Terms and with all applicable laws and regulations, including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and regarding the transmission of technical data exported from the United States or the country in which you reside, and (b) your use of the Services and Platform will not infringe or misappropriate the intellectual property rights of any third party.

34. Defense and Indemnity

By accessing and using the Platform and Services, you hereby agree to defend, indemnify, and hold RepCard Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any RepCard Party.

35. Intellectual Property

The Platform (including past, present and future versions of the App and Site), the Services, and any SMS/MMS codes or keywords are owned or controlled by RepCard and our licensors and certain other third parties. All right, title, and interest in and to the content available via the Platform is the property of RepCard or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, or other intellectual property and unfair competition rights and laws to the fullest extent possible.

40. Privacy Policy

We process information about you in accordance with our Privacy Policy. By using the Platform or Services, you consent to such processing in accordance with such policy and you warrant that all data provided by you is accurate in all respects.

41. Third-Party Websites

We have no control over and accept no responsibility for the content or availability of any third-party website, mobile application, licensor, licensee, or any other third-party to which a link appears through the Services or Platform ("Linked Services"). Such links to Linked Services are provided "as is" and "as-available" for your convenience only, with no warranty, express or implied, for the information provided within them.

43. Severability

If any of these terms should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction which that term is illegal, invalid or unenforceable, it shall be severed and deleted, and the remaining Terms shall survive, remain in full force and effect and continue to be binding and enforceable.

44. Non-assignment

You shall not assign or transfer or purport to assign or transfer the contract between you and us to any other person. We may assign our rights under these Terms without condition. These Terms will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.

47. Force Majeure

Neither party will be responsible for any failure or delay in its performance under these Terms (except for the payment of money) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God or governmental action.

48. Governing Law

Except to the extent applicable law, if any, provides otherwise, these Terms and any access to or use of the Platform or Services will be governed by the laws of the State of Arizona, excluding its conflict of law provisions. Any dispute or claim arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the federal and state courts sitting in the State of Arizona in Maricopa County. All dealings, correspondence and contacts between us shall be made or conducted in the English language.

49. Dispute Resolution

If a dispute arises between the parties that cannot be resolved through good faith negotiations within thirty (30) days after written notice of the dispute, the parties agree to attempt to resolve the dispute through mediation administered by the American Arbitration Association (AAA) under its Mediation Procedures. The costs of mediation shall be shared equally between the parties.

If mediation does not resolve the dispute, the parties agree to submit the dispute to binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules. The arbitration will be conducted by a single, neutral arbitrator. The costs of arbitration shall be shared equally between the parties, and each party shall bear its own attorneys' fees and costs.

Waiver of Jury Trial: By agreeing to arbitration, both parties acknowledge and agree that they are waiving their right to a trial by jury or to participate in a class action. Arbitration decisions are final and binding and may be enforced in any court of competent jurisdiction.

50. Consent to RepCard Communications

By entering into these Terms, you acknowledge that we may contact you via telephone call or SMS/text message (either by a live person, automatic dialer, prerecorded message or a combination of the foregoing) or e-mail to discuss the Services and/or your RepCard account and that you expressly consent to any such communications.

51. Additional SMS Terms & Conditions

Program Overview: By opting in, you will receive messages from RepCard, including information about services provided, promotional offers, product updates, account information or updates, customer support.

Message Frequency: You will receive messages at a varied rate.

Opt-Out Instructions: To stop receiving messages, you may unsubscribe at any time by replying with the keyword STOP. After sending this message, you will receive a confirmation SMS, and no further messages will be sent to you. To rejoin, text START.

Help: If you need assistance with the SMS program, reply with "HELP" or contact us directly at support@repcard.com.

Carrier Liability: Please note that carriers are not responsible for delayed or undelivered messages.

Cost: Standard message and data rates apply for messages sent to and received from us. For questions about your text or data plan, please contact your wireless provider.

Privacy: For details on how we handle your information, please review our Privacy Policy.

52. Event Registration

Free Account Creation Upon Event Registration: By registering for any event hosted or facilitated through the RepCard Platform, you acknowledge and agree that you will automatically be enrolled as a free RepCard user. Your registration constitutes your acceptance of these Terms and Conditions in their entirety, including all provisions applicable to free account holders.

Consent to Share Information with Event Exhibitors, Vendors, and Sponsors:

By registering for an event through the Platform, you acknowledge and agree that the personal information you provide during registration ("Registration Information") may be shared with exhibitors, vendors, and/or sponsors participating in that event ("Event Partners"). This sharing may occur:

Indirectly — by virtue of your registration for the event, your Registration Information may be made available to Event Partners associated with that event; or

Directly — by permitting an Event Partner or their representative to scan your attendee badge or otherwise collect your Registration Information at the event.

Consent to Be Contacted:

By providing your Registration Information — whether indirectly through event registration or directly through badge scanning or other means — you expressly consent to being contacted by Event Partners using the contact information contained in your Registration Information. Such contact may include, but is not limited to, email, telephone, and SMS/text message communications related to the Event Partner's products, services, or promotional offers.

53. Contact Information