Terms of use

Hello! Welcome to Replaye's Terms of Service. Please read this carefully before using our site, services, or products. This is a contract between you and Replaye. We&'ve also included several annotations that aren't a part of the contract itself, but are intended to emphasize key sections and help you follow the text. We've tried to be fair and straightforward. Please feel free to contact us if you have any questions or suggestions!



1. Accepting the Terms of Service



Please read these Terms of Service and our Community Guidelines By using or accessing the Services, you (Subscriber oryou) agree to be bound by all the terms and conditions of this Agreement. If you don't agree to all the terms and conditions of this Agreement, you shouldn't, and aren't permitted to, use the Services. Replaye reserves the right to modify this Agreement by (1) posting a revised Agreement on and/or through the Services and (2) providing notice to you that this Agreement has changed, generally via email where practicable, and otherwise through the Services (such as through a notification on your Replaye Dashboard or in our mobile applications). Modifications will not apply retroactively. You are responsible for reviewing and becoming familiar with any modifications to this Agreement.



We may sometimes ask you to review and to explicitly agree to (or reject) a revised version of this Agreement. In such cases, modifications will be effective at the time of your agreement to the modified version of this Agreement. If you do not agree at that time, you are not permitted to use the Services.



In cases where we do not ask for your explicit agreement to a modified version of this Agreement, but otherwise provide notice as set forth above, the modified version of this Agreement will become effective fourteen days after we have posted the modified Agreement and provided you notification of the modifications. Your use of the Services following that period constitutes your acceptance of the terms and conditions of this Agreement as modified. If you do not agree to the modifications, you are not permitted to use, and should discontinue your use of, the Services.



Note that, if you have prepaid for any Paid Services (as defined below) prior to a modification of this Agreement, your use of such prepaid Paid Services is governed by the version of this Agreement in effect at the time Replaye received your prepayment.



As Replaye grows and improves, we might have to make changes to these Terms of Service. When we do, we'll let you know. We're also going to make it a practice to post old versions so it's easy to see changes/additions/deletions. To see old versions, scroll down to the end of this document.



2. Use of the Services



Eligibility:



You may not use the Services, provide any personal information to Replaye, or otherwise submit personal information through the Services (including, for example, a name, address, telephone number, or email address) if you are under the Minimum Age. The Minimum Age is (i) thirteen (13), or (ii) for users in the European Union, sixteen (16) (or the lower age that your country has provided for you to consent to the processing of your personal data) . You may only use the Services if you can form a binding contract with Replaye and are not legally prohibited from using the Services.


Service Changes and Limitations:



The Services change frequently, and their form and functionality may change without prior notice to you. Replaye retains the right to create limits on and related to use of the Services in its sole discretion at any time with or without notice. Replaye may also impose limits on certain Services or aspects of those Services or restrict your access to parts or all of the Services without notice or liability. Replaye may change, suspend, or discontinue any or all of the Services at any time, including the availability of any product, feature, database, or Content (as defined below). Replaye may also terminate or suspend Accounts (as defined below) at any time, in its sole discretion.



Replaye is an ever-evolving platform. With new products, services, and features launching all the time, we need flexibility to make changes, impose limits, and occasionally suspend or terminate certain offerings (like features that flop). We can also terminate or suspend any account at any time. That sounds harsh, but we only use that power when we have a reason, as outlined in these Terms of Service, our Privacy Policy , and our Community Guidelines.



Limitations on Automated Use:



You may not, without express prior written permission, do any of the following while accessing or using the Services: (a) tamper with, or use non-public areas of the Services, or the computer or delivery systems of Replaye and/or its service providers; (b) probe, scan, or test any system or network (particularly for vulnerabilities), or otherwise attempt to breach or circumvent any security or authentication measures; (c) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Replaye(and only pursuant to those terms and conditions) or unless permitted by Replaye('s robots.txt file or other robot exclusion mechanisms; (d) scrape the Services, and particularly scrape Content (as defined below) from the Services; (e) use the Services to send altered, deceptive, or false source-identifying information, including without limitation by forging TCP-IP packet headers or email headers; or (f) interfere with, or disrupt, (or attempt to do so), the access of any Subscriber, host or network, including, without limitation, by sending a virus to, spamming, or overloading the Services, or by scripted use of the Services in such a manner as to interfere with or create an undue burden on the Services.

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3. Registration, Replaye( URLs, and Security



As a condition to using certain of the Services and in order for us to provide them to you, you may be required to create an account (anAccount), provide your age and an email address and select a password and Replaye username



You agree to provide Replaye with accurate, complete, and updated registration information, particularly your email address.



It's really important that the email address associated with your Replaye account is accurate and up-to-date. If you ever forget your password - or worse, fall victim to a malicious phishing attack - a working email address is often the only way for us to recover your account.



You are also responsible for maintaining the confidentiality of your Account password and for the security of your Account, and you will notify Replaye immediately of any actual or suspected loss, theft, or unauthorized use of your Account or Account password.



4. Privacy



For information about how Replaye collects, uses, and shares your information, please review our Privacy Policy. By using the Services you agree you have read the Privacy Policy, which describes our collection, use, and sharing (as set forth in the Privacy Policy) of such information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by Replaye and the Replaye Affiliates (as defined below).



5. Content and Subscriber Content



Definitions:



For purposes of this Agreement: (1) the term Content means a creative expression and includes, without limitation, video, audio, photographs, images, illustrations, animations, logos, tools, written posts, replies, comments, information, data, text, software, scripts, executable files, graphics, Themes (as defined below), and interactive features, any of which may be generated, provided, or otherwise made accessible on or through the Services; (2) the term Subscriber Content means Content that a Subscriber submits, transfers, or otherwise provides to the Services. Content includes, without limitation, all Subscriber Content.



Your Rights in Subscriber Content:



Subscribers retain ownership and/or other applicable rights in Subscriber Content, and Replaye and/or third parties retain ownership and/or other applicable rights in all Content other than Subscriber Content.



You retain ownership you have of any intellectual property you post to Replaye.



Subscriber Content License to Replaye:



When you provide Subscriber Content to Replaye through the Services, you grant Replaye a non-exclusive, worldwide, royalty-free, sublicensable, transferable right and license to use, host, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which the Services are available), and create derivative works of, such Subscriber Content. The rights you grant in this license are for the limited purposes of allowing Replaye to operate the Services in accordance with their functionality, improve and promote the Services, and develop new Services.

When you upload your creations to Replaye giving us permission to make them available in all the ways you would expect us to (for example, via embed, RSS, the Replaye Website, etc.). We never want to do anything with your work that surprises you.




You also agree that you will respect the intellectual property rights of others, and represent and warrant that you have all of the necessary rights to grant us this license for all Subscriber Content you transfer to us.



Replaye may add its own affiliate code to links posted on Replaye at its discretion, provided a user has not previously included their own affiliate code into the applicable link.



As a Subscriber of the Services, Replaye grants you a worldwide, revocable, non-exclusive, non-sublicensable, and non-transferable license to download, store, view, display, perform, redistribute, and create derivative works of Content solely in connection with your use of, and in strict accordance with the functionality and restrictions of, the Services (including, without limitation, Paid Services, as defined below). This means, for example, that we license Content to you for purposes of embeding.



Compliance with Community Guidelines:



You agree that you won't violate Replaye's Community Guidelines.



Termination and Deletion:



On termination of your Account, or upon your deletion of particular pieces of Subscriber Content from the Services, Replaye shall make reasonable efforts to make such Subscriber Content inaccessible and cease use of it and, if required by the applicable Privacy Policy, delete your Account data and / or Subscriber Content unless permitted or required to keep this data in accordance with law; however, you acknowledge and agree that: (a) deleted Subscriber Content may persist in caches or backups for a reasonable period of time and



6. Paid Services



Some of the Services require payment of fees (the Paid Services, including without limitation Pro Accounts). All fees are stated in United States dollars. You shall pay all applicable fees, as described in the applicable Services, in connection with such Services, and any related taxes or additional charges.



Paid Services are limited licenses for you to use particular for-pay aspects of the Services. Usage of terms like sell, sale, buy, purchase, or similar terms all refer to your acquisition of a license to use Paid Services, and do not represent any transfer of any right, title, or ownership interest of any kind. You may not relicense, resell, transfer, or exchange Paid Services within or outside of the Services, except as expressly allowed by the rules of those Paid Services.



Replaye may, in its sole discretion, modify the functionality of, or eliminate, Paid Services, or the terms and conditions under which Paid Services are provided.



Purchases of Paid Services are final and non-refundable (particularly those Paid Services that may be used immediately, such as Promotions, as defined below), except at Replaye''s sole discretion and in accordance with the rules governing each Paid Service. Termination of your Account or your rights under this Agreement may result in forfeiture of purchased Paid Services. For example, if your Account is suspended, you forfeit your license to Pro Status you have purchased.



Replaye may change its prices for Paid Services at any time. To the extent applicable, Replaye will provide you reasonable notice of any such pricing changes by posting the new prices on or through the applicable Paid Service and/or by sending you an email notification. If you do not wish to pay the new prices, you may choose not to purchase, or to cancel, the applicable Paid Service prior to the change going into effect.



7. Special Provisions for Promotions



Some features of the Services may allow you to promote yourself to other Subscribers, and some of these features may be Paid Services (Promotions).



The following additional terms apply to Promotions:



Things that you promote will comply with this Agreement; if they don't, Replaye reserves the right, in its sole discretion, to cancel a Promotion without refund or recourse to you.



Replaye may remove or disable any Promotion for any reason in its sole discretion.



Unless otherwise specified, Replaye does not guarantee any activity that Promotions may receive, including but not limited to clicks, Likes, and Shares. Replaye cannot control how Subscribers interact with Promotions and is not responsible for click fraud or other fraudulent actions by third parties, including, without limitation, Subscribers. Replaye doesn't guarantee that its reporting related to Promotions will be accurate or complete, nor does it guarantee that Promotions will behave in a particular manner, and Replaye shall not be liable to you or responsible for any erroneous reporting about or errant behavior of or related to Promotions (e.g., any errors in how Likes or Views are counted).



Promotions may allow targeting to some Subscriber characteristics. Replaye does not guarantee that any particular Promotion will reach a particular sort of individual in all cases.



You can cancel certain Promotions at any time depending on their functionality, but you are responsible for paying for Promotions at least to the extent they have already been used or distributed through the Services.



By submitting a Promotion, you license Replaye to run that Promotion for as long as you have specified, which, depending on the Promotion, may be perpetually. This license ends when the Promotion has been completed or cancelled, but it may take up to forty eight (48) hours for a Promotion to stop being reflected on the Services.



8. Warranty Disclaimer; Services Available on an AS IS Basis



Your access to and use of the Services or any Content is at your own risk. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN ;AS IS; AND; AS AVAILABLE BASIS. WITHOUT LIMITING THE FOREGOING, TO THE FULL EXTENT PERMITTED BY LAW, REPLAYE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Replaye makes no representations or warranties of any kind with respect to the Services, including any representation or warranty that the use of the Services will (a) be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system, or data, (b) meet your requirements or expectations, (c) be free from errors or that defects will be corrected, (d) be free of viruses or other harmful components; or (e) be entirely secure or that the information you share with us will be secure. Replaye also makes no representations or warranties of any kind with respect to Content; Subscriber Content, in particular, is provided by and is solely the responsibility of, the Subscribers providing that Content. No advice or information, whether oral or written, obtained from Replaye or through the Services, will create any warranty not expressly made herein.



9. Time Limitation on Claims and Releases From Liability



You agree that any claim you may have arising out of or related to this Agreement or your relationship with Replaye must be filed within one year after such claim arose; otherwise, your claim is permanently barred.



You further release, to the fullest extent permitted by law, Replaye and its employees, agents, consultants, directors, shareholders, any other person or entity that directly or indirectly controls, is under common control with, or is directly or indirectly controlled by, Replaye (the Replaye Affiliates) from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including but not limited to claims of negligence), arising out of or related to the following:



Disputes between Subscribers, including those between you and other Subscribers.



The acts of third parties generally (i.e., individuals or entities who are not Replaye or a Replaye Affiliate), including third party sites and services.



Disputes concerning any use of or action taken using your Account by you or a third party.



Claims relating to the unauthorized access to any data communications relating to, or Content stored under or relating to, your Account, including but not limited to unauthorized interception, use, or alteration of such communications or your Content. For the sake of clarity, this includes any and all claims related to the security of your Account credentials.



Claims relating to any face-to-face meetings in any way related to Replaye at any venues ("Meetups"), including without limitation claims related to the actions or omissions of any Subscribers or third parties who organize, attend, or are otherwise involved in any Meetups. Unless otherwise expressly disclosed in writing, Replaye does not sponsor, oversee, or in any manner control Meetups.



If you are a California resident, you waive California Civil Code § 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."



10. Limitation of Liability



TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REPLAYE AND THE REPLAYE AFFILIATES SHALL NOT BE LIABLE FOR: (A) ANY INDIRECT, INCIDENTAL, EXEMPLARY PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (B) LOSS OF: PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES; (C) DAMAGES RELATING TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES; (D) DAMAGES RELATING TO ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OR SUBSCRIBER USING THE SERVICES, INCLUDING WITHOUT LIMITATION, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OR CONTENT; AND/OR (E) DAMAGES IN ANY MANNER RELATING TO ANY CONTENT. THIS LIMITATION APPLIES TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT REPLAYE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND FURTHER WHERE A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.



TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF REPLAYE AND THE REPLAYE AFFILIATES, FOR ANY CLAIM UNDER THIS AGREEMENT, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS (US $100.00) OR THE AMOUNT YOU PAID US TO USE THE APPLICABLE SERVICE(S).



11. Exclusions to Warranties and Limitation of Liability



Some jurisdictions may not allow the exclusion of certain warranties or the exclusion/limitation of liability as set forth in Section 14, so the limitations above may not apply to you.



12. Termination



Either party may terminate this Agreement at any time by notifying the other party. Replaye may terminate or suspend your access to or ability to use any and all Services immediately, without prior notice or liability, for any reason or no reason, including but not limited to if you breach any of the terms or conditions of this Agreement. In particular, Replaye may immediately terminate or suspend Accounts that have been flagged for repeat copyright infringement.



Upon termination of your access to or ability to use a Service, including but not limited to suspension of your Account on a Service, your right to use or access that Service and any Content will immediately cease. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination of your access to and use of the Services shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to Replaye or any third party and shall not relieve you of your rights if you are a user in the European Economic Area which are described in the Privacy Policy.



13. Choice of Law and Venue



You and Replaye agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or the Services in accordance with this Section or as you and Replaye otherwise agree in writing. Before resorting to formal dispute resolution, we strongly encourage you to contact us to seek a resolution.



Law and Forum for Legal Disputes:



This Agreement shall be governed in all respects by the laws of the State of New York as they apply to agreements entered into and to be performed entirely within New York between New York residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Replaye must be resolved exclusively by a state or federal court located in New York County, New York, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within New York County, New York for the purpose of litigating all such claims or disputes.



If you are (a) a United States federal, state, or local government agency or body, (b) using the Services in your official capacity, and (c) legally unable to accept the clauses in this Section, then this Section doesn't apply to you. For such entities, this Agreement and any related action will be governed by the laws of the United States of America, without regard to conflict of law provisions, and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York, excluding choice of law.



14. Miscellaneous



This Agreement, as modified from time to time, constitutes the entire agreement between you and Replaye with respect to the subject matter hereof. This Agreement replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof and constitutes the entire and exclusive agreement between the parties. The failure of either party to exercise, in any way, any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain enforceable and in full force and effect. This Agreement is not assignable, transferable, or sublicensable by you except with Replaye's prior written consent. Replaye may assign this Agreement in whole or in part at any time without your consent. No agency, partnership, joint controllership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Replaye in any respect whatsoever.



15. DMCA Copyright Policy



Replaye has adopted the following policy toward copyright infringement on the Services in accordance with the Digital Millennium Copyright Act (DMCA). The address of Replaye's Designated Agent for copyright takedown notices (Designated Agent) is listed below.

Reporting Instances of Copyright Infringement:



If you believe that Content residing or accessible on or through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent at the address below:



Identification of the work or material being infringed.



Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that Replaye is capable of finding it and verifying its existence.



Contact information for the notifying party (the "Notifying Party"), including name, address, telephone number, and email address.



A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.



A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.



A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed.



Please also note that the information provided in a notice of copyright infringement may be forwarded to the Subscriber who posted the allegedly infringing content. After removing material pursuant to a valid DMCA notice, Replaye will immediately notify the Subscriber responsible for the allegedly infringing material that it has removed or disabled access to the material. Replaye will terminate, under appropriate circumstances, the Accounts of Subscribers who are repeat copyright infringers, and reserves the right, in its sole discretion, to terminate any Subscriber for actual or apparent copyright infringement.



Submitting a DMCA Counter-Notification:



If you believe you are the wrongful subject of a DMCA notification, you may file a counter-notification with Replaye by providing the following information to the Designated Agent at the address below:



The specific URLs of material that Replaye has removed or to which Replaye has disabled access.



Your name, address, telephone number, and email address.



A statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or the federal district courts located in New York County, New York if your address is outside of the United States), and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.



The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."



Your signature.



Upon receipt of a valid counter-notification, Replaye will forward it to Notifying Party who submitted the original DMCA notification. The original Notifying Party (or the copyright holder he or she represents) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material. If Replaye does not receive any such notification within ten (10) days, we may restore the material to the Services.



Designated Agent

dmca@replaye.com