logo-repose
logo-repose
logo-repose
logo-repose

Provider Agreement

01/01/2025

This Provider Agreement (this “Agreement”) creates a legal agreement between Repose Technologies, Inc. (“Repose” or “we” or “us” or “our”) and the subscriber to the Service (as defined below) (“Provider” or “you” or “your”). This Agreement governs Provider's use of the Service and by using or accessing the Service, Provider agrees to be bound by this Agreement. In the event that the individual accessing the Service is accessing the Service on behalf of a legal entity, such legal entity shall be the Provider hereunder, and, where Provider is not a natural person, the natural person accessing the Service on behalf of Provider hereby represents and warrants in his or her individual capacity that he or she has the authority to bind such legal entity in contract to this Agreement as Provider. Provider and Repose are individually hereinafter referred to as a “Party” and collectively as the “Parties”.

BY CLICKING THE "AGREE" CHECKBOX, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU ARE LOCATED; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.

1. SCOPE OF AGREEMENT

1.1 Service. Repose's proprietary software solution (together with the services, features, and information made available on or through such software solution, the “Service”) will be hosted and distributed online by Repose and made available to Provider as a software as a service, which consists of a funeral planning platform designed to connect consumers seeking funeral products and services (“Consumer(s)”) and service providers in the funeral industry such as funeral homes and mortuaries (“Provider(s)”). Repose will be responsible for hosting of the Service. Provider will be responsible for providing the computer hardware, web browser (including installing any required browser extension), or mobile devices necessary to interface with the Service. This Agreement sets forth the terms and conditions that will govern Repose’s grant of access to the Service.

1.2 Rights to Use. Subject to the terms and conditions of this Agreement, Repose hereby grants to Provider a non-exclusive, non-sublicensable, non-transferable, limited, revocable license to access and use the Service corresponding to the Service subscription purchased by Provider solely during the Term.

1.3 Ownership and Reservation of Rights. Nothing in this Agreement shall constitute a transfer of any proprietary right by Repose to Provider. The Service may be protected by patent, copyright, trade secret, and other intellectual property laws. As between the Parties, Repose owns and retains all right, title, and interest in and to the intellectual property rights in and to the Service (including any data and/or analytics made available through the Service) and any enhancements, modifications, or derivative works thereof. As between the Parties, (i) each Party retains ownership in and to its Confidential Information (as hereinafter defined) and (ii) Repose exclusively owns all right, title, and interest in and to the Service and any derivative works and work product conceived, originated, or prepared in connection with the Service. All rights not specifically granted to Provider in this Agreement are retained by Repose. Provider acknowledges the proprietary rights of Repose and its licensors in the Service and that Repose retains all right, title and interest in and to the Service.

1.4 Third-Party Services. The Service may link, interface, and integrate with third-party software applications and websites that are not operated or controlled by Repose (each, a “Third-Party Site”). All such Third-Party Services shall remain the property of their third-party providers. Provider hereby acknowledges and agrees that Repose is not responsible for the content or practices of the Third-Party Services. Provider is solely responsible for any required third-party account setup or fees levied by any such Third-Party Services for using their services. It shall be Provider's responsibility to, and Provider shall, ensure that the use of the Service in connection with any such Third-Party Services complies with any applicable terms of service. Any links to or content from Third-Party Services in the Service are provided for Provider’s convenience only. Provider's reliance on any Third-Party Site is at Provider's own risk; Repose does not endorse or warranty any Third-Party Site, including any Third-Party Site linked to, or interfaced or integrated with, the Service. Repose reserves the right to update or remove any functionality available through the Service at any time for any reason. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, PROVIDER SHALL BE SOLELY RESPONSIBLE FOR ITS RELATIONSHIP WITH ANY THIRD-PARTY SITE, INCLUDING WITHOUT LIMITATION PROVIDER'S INTERACTION WITH ANY SUCH THIRD-PARTY SITE THROUGH THE SERVICE. REPOSE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INTERACTION WITH ANY THIRD-PARTY SITE, WHETHER THROUGH THE SERVICE OR OTHERWISE, BY OR ON BEHALF OF THE PROVIDER. REPOSE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY PAYMENT OBLIGATIONS THAT ARISE AS A RESULT OF ANY SUCH INTERACTION, ANY LIABILITY THAT ARISES AS A RESULT OF ANY SUCH INTERACTION (INCLUDING WITHOUT LIMITATION UNDER ANY APPLICABLE TERMS OF SERVICE), OR ANY RELATIONSHIP THAT EXISTS OR COMES TO EXIST BETWEEN PROVIDER AND ANY THIRD-PARTY SITE PROVIDER.

1.5 Feedback. Notwithstanding any provision in this Agreement to the contrary, Repose may use, develop and implement any information, suggestions, comments, or other feedback (collectively, “Feedback”) provided to Repose by or on behalf of Provider in connection with the development, operation, marketing and sale of the Service, in its discretion and with no compensation to any person providing such Feedback, irrespective of any intellectual property or proprietary rights claimed by Provider in such Feedback. Provider represents that it has not, and will not, knowingly provide Feedback that is subject to any third-party intellectual property rights.

1.6 Changes to Service. Repose reserves the right at any time to alter or discontinue any or all features, functionality, license terms, and other characteristics of the Service; provided, however, that in the event that Repose determines in its sole discretion that any such alterations materially limit the features or functionality of the Service, Repose shall use commercially reasonable efforts to provide Provider with advanced notice thereof. Any subsequent upgrade, enhancement or other change to the Service shall be owned by Repose and subject to the terms of this Agreement.

2. CONFIDENTIAL INFORMATION

2.1 Confidentiality. Provider acknowledges and agrees that the Service (together with the design, features, functions, and architecture thereof and any information or data made available thereon, collectively ("Confidential Information") is proprietary, confidential, and competitively sensitive. Provider shall: (i) use and reproduce the Confidential Information only to the extent expressly permitted in this Agreement, (ii) restrict disclosure of Confidential Information to its representatives with a need to know the Confidential Information to enable Provider to perform its obligations and exercise its rights under this Agreement, provided that such representatives are bound by confidentiality obligations broad enough to encompass Confidential Information that are at least as protective as those contained in this Agreement, and (iii) use its best efforts to protect the Confidential Information and to prevent unauthorized disclosure of, or access to, such Confidential Information. Provider may disclose Confidential Information to the extent required by a legally binding judicial or other governmental order, provided that, Provider provides Repose with prompt notice of the same and cooperates with Repose in connection with any actions taken by Repose to protect such Confidential Information, including without limitation the seeking of an appropriate protective order or other remedy.

2.2 Analytics. Repose may collect and analyze data, statistics or other information obtained through the provision, use and performance of various aspects of the Service (collectively, “Analytics”) and aggregate such Analytics with data, statistics or other information obtained from other sources, and may use such Analytics for lawful business purposes, including improvement of the Service. Repose owns all right, title, and interest in and to all Analytics and no compensation will be paid by Repose to any person with respect to its use of Analytics.

2.3 Provider Data. Repose may Process certain data (whether through the Service or otherwise) made available to Repose by or on behalf of Provider ("Provider Data"). Provider shall be responsible for all changes to and/or deletions of Provider Data and the security of all passwords and other access protocols required in order to access the Service. Provider will be solely responsible for the accuracy and completeness of the Provider Data. Repose shall have no obligation to maintain any Provider Data obtained in the course of providing the Service and hereby disclaims any and all responsibility or liability in connection with Repose's Processing of Provider Data. Provider hereby acknowledges and agrees that Repose may Process Provider Data in order to provide the Service and for Repose's lawful business purposes. Provider represents, warrants, and covenants that: (i) it has (and will have) Processed, collected, and disclosed all Provider Data in compliance with applicable Law and provided any notice and obtained all consents and rights required by applicable Law to enable Repose to lawfully Process Provider Data as permitted by this Agreement; (ii) it has (and will continue to have) full right and authority to make the Provider Data available to Repose under this Agreement; (iii) Provider Data contains no Prohibited Data; and (iv) Repose's Processing of the Provider Data does and will not infringe upon or violate any applicable Law or any rights of any third party. “Process” (including any grammatically inflected forms thereof) means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, including without limitation collection, recording, organization, structuring, storage, adaptation or alteration, access, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. "Prohibited Data" means (A) any information that that is subject to or regulated by: (i) the Health Insurance Portability and Accountability Act of 1996 (as amended, and together with any regulations promulgated thereunder, including without limitation the Health Insurance Reform: Security Standards (Security Rule)); (ii) the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009 (as amended); (iii) the General Data Protection Regulation 2016/679; (iv) Gramm-Leach-Bliley Act, also known as the Financial Services Modernization Act of 1999 (together with any regulations promulgated thereunder); (v) 201 CMR 17.00 et seq.; or (vi) any other law (including any data protection or breach notification law); or (B) any information of Provider that is proprietary, confidential, or competitively sensitive. For the avoidance of doubt, Provider acknowledges that there is no obligation of confidentiality whatsoever with respect to Provider Data and Repose shall have no responsibility or liability in connection with any use or disclosure of such Provider Data.

2.4 Consumer Data. It is anticipated that, through the Service, Repose may provide Provider with access to information relating to Consumer (“Consumer Data”). Consumer Data excludes Provider Data. Provider’s access to Consumer Data is subject to Provider’s compliance with this Agreement. Each such party shall have independent rights to determine the purposes and means of Processing of such Consumer Data. Provider shall: (i) comply with applicable Laws relating to the Consumer Data; and (ii) provide commercially reasonable assistance to Repose in Repose’s compliance with its obligations under applicable Laws relating to the Consumer Data. Without limitation of the foregoing, Provider shall ensure that it has provided all legally required notices and obtained all consents required by applicable Law to enable Customer’s lawful Processing of the Consumer Data, including without limitation any consents required by the Telephone Consumer Protection Act in connection with any SMS text messages sent by or on behalf of Provider to any Consumer.

2.5 Defend Trade Secrets Act of 2016 Notice. Notwithstanding any provision in this Agreement, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, provided that such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, provided that the individual (A) files any document containing the trade secret under seal and (B) does not disclose the trade secret, except pursuant to court order.

3. TERM AND TERMINATION

3.1 Term and Termination. This Agreement will remain in effect as long as your account is up-to-date with respect to your payment obligations under this Agreement and you remain in compliance with the terms hereof unless it has been voluntarily suspended or terminated by you or Repose (the “Term”). You may terminate this Agreement by destroying all Service-related materials obtained from the Service, Repose or any other web site or source. This Agreement and privileges granted to you under this Agreement will terminate immediately and automatically without notice from Repose if, in our sole discretion, you fail to comply with any term or provision of this Agreement or for any reason in Repose’s sole discretion. Following the termination of this Agreement, your account(s), or the Service, Repose shall retain all rights to the Provider Data pursuant to this Agreement.

3.2 Effect of Termination. Immediately upon termination or expiration of this Agreement, Repose’s obligation to provide the Service will immediately cease, any and all licenses granted by Repose hereunder will immediately terminate, and all unpaid fees and other amounts due from Provider for Service previously provided by Repose will immediately become due and payable. Provider shall, immediately upon termination or expiration of this Agreement, return or destroy, at the option of Repose, all copies of such Confidential Information that are in Provider's possession or control.

3.3 Suspension of Service. Notwithstanding any provision herein to the contrary, Repose may suspend the Service in the event (i) of any activity by Provider, if such activity has, or in Repose’s reasonable assessment is likely to have, an adverse effect on the Service, or (ii) Provider fails to pay an undisputed amount due under this Agreement.

4. FEES AND PAYMENTS. Provider understands that use of the Service may result in payments by Provider for the Service (“Charges”). After Provider has incurred any such Charges through Provider’s use of the Service and applications, Provider shall timely pay all Charges attributable thereto, and Repose will process payment of the applicable Charges, using the preferred payment method designated in Provider's account. The Charges do not include, and Provider shall be responsible for paying all: (i) third-party payment or transaction fees; and (ii) local, state, federal or foreign sales, use, excise, VAT or other taxes, levies, duties or tariffs of any nature that may be due relating to this Agreement and the Service provided hereunder, except for taxes based on the income of Repose. Any questions relating to Charges or disagreement with the Charges should be addressed to Repose by contacting providers@repose.io. Repose reserves the right to establish, remove, and/or revise Charges for any or all aspects of the Service at any time in Repose's sole discretion by posting or otherwise delivering notice to Provider. Any use of the Service after a notice of new or revised Charges has been posted through the Service or delivered to Provider will be deemed Provider's acceptance of the new or revised Charges. Repose may from time to time provide certain clients or prospective clients of Repose with promotional offers and/or discounts that may result in different Charges for the same or similar Service access, and Provider agrees that such promotional offers and/or discounts, unless also made available to Provider, shall have no bearing on Provider's use of the Service or the Charges applied to Provider.

5. PROVIDER’S DUTIES AND RESTRICTIONS

5.1 Provider Account. Provider is solely responsible for maintaining the confidentiality of Provider's account (including any access credentials thereto) and for all use of such account. Provider shall not permit any third party to use the Service through Provider's account. Notwithstanding the foregoing, Provider shall be solely responsible for all use of the Service under Provider’s account, whether or not such use was in fact performed by Provider. Provider hereby agrees that the act or omission of any user of Provider's account shall be deemed to be the same as if performed by Provider.

5.2 Designated Users. Provider must provide Repose with the email addresses and names for Provider’s designated end users and administrators (collectively, the “Designated Users”). The access credentials for the Designated Users may not be shared and shall only be used by the Designated User to whom the login is initially assigned. Provider is solely responsible for maintaining the confidentiality of the accounts and related passwords of Provider’s Designated Users and all use of such accounts. Each Designated User must be Provider’s employee or consultant and, in each case, under Provider’s control. Provider shall be solely responsible for all use of the Service under Provider’s account, including by Provider’s Designated Users. Provider hereby agrees that the act or omission of a current or former Representative shall be deemed the same as if performed by Provider.

5.3 Affirmative Covenants. Provider shall: (i) comply with this Agreement; (ii) take all necessary steps to prevent unauthorized access to or use of the Service, (iii) notify Repose immediately of any such unauthorized access or use; (iv) comply with all applicable federal, state, local, municipal, domestic, foreign, and international laws, rules and regulations (“Law”); (v) use the Service in compliance with all applicable industry standards; (vi) use the Service only for Provider’s own internal business purposes and solely in accordance with the terms of this Agreement (provided that Provider may use the Service (including screenshots therefrom) in connection with public presentations and lectures, provided further that Provider appropriately attributes the Service to Repose); (vii) use the Service solely in accordance with Repose’s instructions; and (viii) ensure that Provider's officers, directors employees, contractors, representatives, agents and affiliates (collectively, “Representatives”) comply with this Agreement.

5.4 Restrictive Covenants. Provider shall not, and Provider will cause Provider’s Representatives to not: (i) alter, change, modify, adapt, translate, or make derivative works of the Service; (ii) use the Service in a manner that, or provide any direction to Repose that, violates any applicable Law; (iii) transmit any virus or programming routine intended to damage, surreptitiously intercept, or expropriate any system or data; (iv) transfer, resell, license, sublicense, or otherwise make the Service (or any data or information accessible through the Service) available to any third party, except as expressly described in this Agreement; (v) use the Service for timesharing, rental, outsourcing, or a service bureau operation; (vi) attempt to gain, or assist others with attempting to gain, unauthorized access to Repose’s network, systems, or the Service; (vii) decipher, decompile, disassemble, or reverse engineer the Service or assist or encourage any third party to do so; (viii) engage in any activity that violates the rights of Repose or of others, that interferes with or disrupts the Service, or that could damage the reputation of Repose; (ix) violate Google APIs Terms of Service, available at https://developers.google.com/terms (where applicable); or (x) upload any file containing any back door, time bomb, Trojan horse, worm, virus, malware, or similar malicious code. Further, Provider shall not, directly or indirectly: (a) enter into any transaction with any Consumer introduced to Provider by through the Service (each, an “Introduced Party”) similar to, in competition with, or which otherwise could have the effect of preventing the Repose from receiving the full benefit of contemplated by this Agreement or that would otherwise circumvent the Service in any way; (b) solicit the Introduced Party to enter into any such transaction; or (c) induce, solicit, procure, or otherwise encourage Provider’s Representatives or any third party, or respond to any solicitation from any of the same, to enter into any such transaction.

6. DISCLAIMERS AND LIMITATIONS

6.1 Warranty Disclaimer. REPOSE MAKES NO WARRANTY, (EXPRESS, IMPLIED, OR STATUTORY) AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE SERVICE IS PROVIDED ON AN “AS-IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. REPOSE DOES NOT WARRANT THAT THE SERVICE, ITS FUNCTIONALITY, OR ITS WORK PRODUCT WILL MEET PROVIDER’S REQUIREMENTS OR THAT THE SERVICE, ITS FUNCTIONALITY, OR ITS WORK PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, COMPLETE, CURRENT, OR WITHOUT DELAY. PROVIDER ACKNOWLEDGES THAT, AS A SAAS-BASED SERVICE, THE FUNCTIONALITY AND INTERFACES OF THE SERVICE MAY CHANGE OVER TIME. PROVIDER EXPRESSLY AGREES THAT PROVIDER'S USE OF THE SERVICE IS AT PROVIDER'S SOLE RISK. REPOSE SHALL HAVE NO RESPONSIBILITY FOR OR INVOLVEMENT WITH ANY RELATIONSHIP THAT EXISTS OR COMES TO EXIST BETWEEN A USER OF THE SERVICE AND ANY OTHER PERSON THROUGH THE SERVICE, INCLUDING BETWEEN PROVIDER AND ANY CONSUMER OR PROSPECTIVE CONSUMER OF ANY PRODUCT OR SERVICE.

6.2 Limitation of Liability. REPOSE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, DAMAGE TO PROPERTY, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT REPOSE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT REPOSE IS LIABLE, UNDER NO CIRCUMSTANCES WILL REPOSE BE LIABLE TO PROVIDER FOR MORE THAN THE AMOUNT PROVIDER HAS PAID TO REPOSE IN THE 90 DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH PROVIDER FIRST ASSERTS THE CLAIM.

6.3 Waiver and Release. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL REPOSE BE LIABLE IN ANY WAY FOR ANY LOSS, INJURY, OR DAMAGE TO PERSON OR PROPERTY, OR ANY CLAIMS OR DEMANDS THEREFOR, ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE OR THE RESULTS PRODUCED BY IT. PROVIDER ASSUMES FULL RESPONSIBILITY FOR ANY RISK OF LOSS, INJURY, DEATH OR DAMAGE ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE OR THE RESULTS PRODUCED BY IT. ACCORDINGLY, PROVIDER, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND ITS AND THEIR OFFICERS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES, HEREBY WAIVES ANY CLAIMS AGAINST AND RELEASES REPOSE AND ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND ITS AND THEIR OFFICERS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES FROM ANY AND ALL LIABILITY FOR ANY AND ALL LOSS, INJURY, OR DAMAGE, AND ANY CLAIM OR DEMANDS THEREFOR ON ACCOUNT OF INJURY OR LOSS TO PERSON OR PROPERTY ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE OR THE RESULTS PRODUCED BY IT.

6.4 Prohibition of Claim. PROVIDER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT OR RELATING TO THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

6.5 Indemnification. Provider will defend, indemnify and hold harmless Repose, and its officers, directors employees, contractors, representatives, agents and affiliates, from and against any all and all liability, claims, actions and expenses, including attorneys' fees and costs, arising out of Provider’s use of the Service, breach, or alleged breach, of this Agreement, or violation of applicable Law.

6.6 Application. THIS SECTION 6 SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT AND THE PROVISION OF SERVICE HEREUNDER.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1 Governing Law. This Agreement will be governed by and construed under the laws of the State of Florida, without reference to principles of conflict of laws. Any dispute arising between the Parties will be settled in an action commenced and maintained in any court sitting in Miami-Dade County, Florida. The Parties irrevocably consent and submit to the exclusive personal jurisdiction of such courts if there is any dispute between them and agree not to challenge or assert any defense to the jurisdiction of such courts.

7.2 Equitable Remedies. Provider acknowledges that the rights granted and obligations made hereunder to Repose are of a unique and irreplaceable nature, the loss of which will irreparably harm Repose and which cannot be replaced by monetary damages alone. Therefore, Repose will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or threatened breach of this Agreement by Provider. Except as expressly provided in this Agreement, Provider irrevocably waives all rights to seek injunctive or other equitable relief and agree to limit such Provider’s claims to claims for monetary damages (if any).

7.3 Disputes.

7.3.1 To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (each, a “Dispute”), Provider and Repose agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. Provider will send its notice in accordance with Section 8.

7.3.2 If Provider and Repose are unable to resolve a Dispute through informal negotiations within thirty (30) days, either Provider or Repose may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one Party will be final and binding on the other. PROVIDER UNDERSTANDS THAT ABSENT THIS PROVISION, SUCH PROVIDER WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS, which is available at the JAMS website www.jamsadr.com. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Provider’s arbitration fees and its share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. To the extent consistent with the Rules, either party may elect to conduct the arbitration online by video conference upon prior written notice to the other party. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a Party. The arbitrator must follow applicable Law, and any award may be challenged if the arbitrator fails to do so.

7.3.3 Notwithstanding the above, Provider and Repose each agree that arbitration will be limited to the Dispute between Repose and the Provider individually. To the full extent permitted by Law: (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

7.3.4 Provider and Repose agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of Provider’s or of Repose’s intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

8. GENERAL TERMS. Repose shall have the right to identify Provider as a Repose customer for purposes of promotion and marketing of the Service, subject to Provider’s prior approval which shall not be unreasonably withheld, delayed, or conditioned (and will be deemed given if no contrary indication is received from Provider within one (1) week from the date of written request for approval). This Agreement does not create any agency, partnership, franchise, joint venture, or any other such relationship between the Parties. Neither Party is granted any express or implied right or authority to assume or create any obligation on behalf of or in the name of the other Party or to bind the other Party in any matter whatsoever. If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will be automatically reformed and construed so as to be valid, legal, operative, and enforceable to the maximum extent permitted by applicable Law while preserving its original intent. The invalidity, illegality, or unenforceability of any part of this Agreement will not render invalid the remainder of this Agreement. Sections 1.3, 1.5, 2, 3, 4, 5.2, 5.3, 6, 7, and 8 shall survive and continue to bind the Parties after execution and delivery of this Agreement and its expiration or early termination to the extent and for as long as may be necessary to give effect to the rights, duties and obligations of the Parties pursuant to this Agreement. Failure by a Party to insist upon strict performance of any provision herein by the other Party will not be deemed a waiver by the first Party of its rights or remedies or a waiver by it of any subsequent default by the other Party, and no waiver will be effective unless it is in writing and duly executed by the Party entitled to enforce the provision being waived. Except for Section 7.3, which can only be amended by mutual written consent of both Parties, Repose reserves the right, at Repose's discretion, to change, modify, add, or remove portions of this Agreement at any time. Please check this Agreement periodically for changes. Provider's continued use of the Service after the posting of changes to this Agreement constitutes Provider's binding acceptance of such changes. Repose will make commercially reasonable efforts to notify Provider if Repose materially changes this Agreement. Repose may provide Provider with notices hereunder, including those regarding changes to this Agreement, by email, regular mail or postings through the Service. Notice will be deemed given twenty-four hours after email is sent, unless Repose is notified that the email address is invalid. Notice posted through the Service is deemed given 24 hours following the initial posting. Notice to Repose under this Agreement shall be provided by Provider in writing by mail to Repose Technologies, Inc. at 252 NW 29th Street STE. 1004, Miami, FL 33127. In the case of notice posted by mail, notice will be deemed given three days after the date of mailing. Except with regard to payments due to Repose, neither Party will be liable for any delays or failures in performance due to circumstances beyond its reasonable control, including for example (but not limitation) natural disasters, such as floods, earthquakes, or severe weather events, epidemics, pandemics, quarantines, and/or other health emergencies, war, hostilities, terrorist acts, civil unrest, acts of government or the public enemy, organized labor activities, such as strikes or work slow-downs, or shortages of power, supplies, infrastructure, or transportation. Repose may assign this Agreement to any person at any time without any notice to Provider. Provider may not assign this Agreement without Repose’s prior written consent. Any sale of all or substantially all of a Party’s assets, business, or a majority of such Party’s voting securities or any merger or other change of control with respect to such Party shall be deemed an assignment for purposes of this Agreement. In this Agreement, unless a clear contrary intention appears: (i) where not inconsistent with the context, words used in the present tense include the future tense and vice versa and words in the plural number include the singular number and vice versa; (ii) reference to any person includes such person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement; (iii) reference to any gender includes each other gender; (iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and includes all addenda, exhibits and schedules thereto; (v) the titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement; (vi) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or Subsection of this Agreement; (vii) “including” (and with correlative meaning, “include”) means including without limiting the generality of any description preceding such term and (viii) any reference to “dollars” means United States Dollars. Except as amended after the date hereof pursuant to this Section 8, this Agreement (including any documents or webpages linked to in this Agreement and any Exhibits referenced herein) constitutes the entire Agreement between the Parties and supersede all prior and contemporaneous undertakings and agreements between the Parties, whether written or oral, with respect to the Service.

9. SMS/TEXT MESSAGES

When you opt in to receive SMS/text messages from us, we may send you (as applicable) account setup instructions, password reset links, business-related confirmations and updates, one-time codes to login to your account, and/or case notifications when you receive a new request. You can opt out at any time by replying “STOP”. When you reply “STOP” to us, we reply with a message that confirms that you have been unsubscribed. After this, you won’t receive any additional SMS/text messages from us. If you want to opt in again, sign up as you did the first time and we will start sending SMS/text messages to you again. You can get more information at any time by texting “HELP”. When you reply “HELP”, we will respond with instructions on how to use our services and how to unsubscribe.

We are able to deliver messages to the following mobile phone carriers: Major carriers: AT&T, Verizon Wireless, Sprint, T-Mobile, MetroPCS, US Cellular, Alltel, Boost Mobile, Nextel, and Virgin Mobile. Minor carriers: Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central IL (ECIT), Cellular One of Northeast Pennsylvania, Cincinnati Bell Wireless, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless).

Please note that carriers are not liable for delayed or undelivered messages. Message and data rates may apply for any messages that we send to you or you send to us. Message frequency varies. Contact your wireless provider for more information about your text plan or data plan. If you have questions about our services, email us at privacy@repose.io. If you have any questions regarding privacy, read our privacy policy at https://www.repose.io/legal/privacy-policy/.