Terms of Use ("Terms")

Our Terms of Use were last updated on Mar 5, 2024. Please read these terms and conditions carefully before using Our Application.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms of Use:

• "Application" refers to Replic’s application, accessible at app.replic.ca.
• "Account" means a unique account created for You to access our Application.
• "Company" (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to 2834894ONTARIO INC. doing business as Replic.
• "Content" refers to content such as files, text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
• "Terms of Use" (also referred as "Terms") mean these Terms of Use that form the entire agreement between You and the Company regarding the use of the Application.
• "You" means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.

Acknowledgment

These are the Terms of Use governing the use of this Application and the agreement that operates between You and the Company. These Terms of Use set out the rights and obligations of all users regarding the use of the Application.

Your access to and use of the Application is conditioned on Your acceptance of and compliance with these Terms of Use. These Terms of Use apply to all visitors, users and others who access or use the Application.

By accessing or using the Application You agree to be bound by these Terms of Use. If You disagree with any part of these Terms of Use then You may not access the Application.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Application.

Your access to and use of the Application is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or our website (www.replic.ca) and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Application. Our Privacy Policy can be found at www.replic.ca/legal/privacy-policy.

User Accounts

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Application.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Content

Your Right to Post Content

Our Application allows You to post Content. You are responsible for the Content that You post to the Application, including its legality, reliability, and appropriateness.

By posting Content to the Application, You grant Us the right and license to use, display, reproduce, and distribute such Content on and through the Application for the purpose of connecting with other stores and reselling digital products. You retain any and all of Your rights to any Content You submit, post or display on or through the Application and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Application, as needed to perform the services described above, who may also use Your Content subject to these Terms.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Application does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Content Restrictions

The Company is not responsible for the content of the Application's users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your Account, whether done so by You or any third person using Your Account.

Any agreement you enter with a third-party on the Application for the purposes of reselling digital goods is solely between you and the third-party. The Company cannot and will not be monitor or enforce these agreements, even if the Application is facilitating the transaction and/or if you connected with the third-party through the Application. The Company is not liable in any way for any loss or damage of any kind incurred as a result of an agreement entered with a third-party on the Application.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

• Unlawful or promoting unlawful activity.
• Deceptive or fraudulent in nature.
• Posing excessive risk ,financially, reputationally, or otherwise.
• Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
• Spam, machine – or randomly –generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
• Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
• Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
• Impersonating any person or entity including the Company and its employees or representatives.
• Violating the privacy of any third person.

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with these Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. The Company can also limit or revoke the use of the Application if You post such objectionable Content. As the Company cannot control all content posted by users and/or third parties on the Application, you agree to use the Application at your own risk. You understand that by using the Application You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

Content Backups

Although regular backups of Content are performed, the Company does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Application.

Copyright Policy

Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Application infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in away that constitutes copyright infringement that is taking place through the Application, You must submit Your notice in writing to the attention of our copyright agent via email (support@replic.ca) and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright.

Intellectual Property

The Application and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Application is protected by copyright,trademark, and other laws in Canada and abroad.

Our trademarks and trade dress may not be used in connection with any product or Application without the prior written consent of the Company.

Links to Other Websites

Our Application may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or Applications. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms andconditions and privacy policies of any third-party web sites or services thatYou visit.

Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms of Use.

Upon termination, Your right to use the Application will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Application.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Governing Law

The laws of Canada, excluding its conflicts of law rules, shall govern this Terms and Your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Application, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Changes to These Terms of Use

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Application after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Application.

Contact Us

If you have any questions about these Terms of Use, You can contact us by sending us an email at support@replic.ca.