TERMS & CONDITIONS

DEFINITIONS

These Terms and Conditions (the “Terms”) have been set forth by COMPANY (the “Company”) to define your use of the Repugram.com (the “Website”) and any usage or purchase of Services supplied by the Company. By accessing or using the Website, or by using or buying Services via this website, or continuing to accept Services after considering the Terms, you agree to these Terms and are entering into a legally binding relationship with the Company (the “Agreement”). This Agreement governs the relationship between the Company and you (“you”, “your”, the “Customer”). If you are engaging into this Agreement on behalf of a corporation or other legal entity, you indicate that you have the ability to bind that entity to these terms, in which case the words “you,” “your,” or “Customer” shall relate to such entity. You must not accept this Agreement and may not use the Company website or its Services if you do not have such power or if you do not agree with these conditions.

THE SERVICES

The Company offers online reputation management Services that include, but are not limited to content removal, content creation and search engine optimization (also known as “SEO”). Customers often engage the Company to promote certain material that they want people to discover on the internet, such as favourable news about a specific company, person, product, or event. Customers may also engage the Company to delete unfavourable information, if the Company is unable to delete the problematic material, it may provide a Customer “Suppression Services”, in which the Company develops and/or uploads positive information about the Customer in an attempt to neutralise the reputational loss caused by the current bad content. If you order Services from the Company, you will be given a formal contract (“Contract”) outlining the precise Services purchased, the costs for such Services, and any additional terms and conditions applicable to those Services.

CUSTOMER MATERIALS AND LICENSE

The Company may request information from you that it deems relevant or essential for the provision of the Services. By ordering the Services, you grant the Company and its authorised personnel a worldwide, non-exclusive, royalty-free, fully-paid, transferable (in connection with an assignment of the Contract) license to use, reproduce, publicly perform, publicly display, publish, distribute, create derivative works of, and otherwise exploit any such material, information, or intellectual property, including but not necessarily limited to content, photos, logos, trademarks, videos, advertisements, information, and other materials, that you provide or identify to the Company (“Customer Materials”). You understand and agree that the Company will not possess any right, title, or interest in and to any materials, content, or other works of authorship generated for you by or on behalf of the Company and utilised to supply you with the Services, except to any Customer Materials therein. By buying the Services, you grant the Company permission to develop and utilise Customer Materials, title, and trademarks only for the purpose of providing the Services. The Company acknowledges and agrees that you shall own all right, title, and interest in and to any Customer Materials, and upon completion of the Services and upon your written request, the Company shall transfer to you any digital assets, content, online profiles, domain names, and websites created for you while providing the Services, as well as any applicable logins and passwords associated with said digital assets.

PAYMENT

Payment methods accepted by the Company are the following XXXXXXXXXXXXXX.

REFUNDS

You acknowledge and agree that the payment obligations defined in your Contract’s are not subject to refunds, reimbursement or cancellation. Unless otherwise indicated in your Contract, the Company does not offer refunds, partial refunds, or prorate its costs for Services if you cancel your Contract with the Company before its operation is complete.

WARRANTY

You understand and agree that the Company offers no warranties or assurances about the efficacy or outcomes of the Services it provides. You understand and recognise that the Company makes no explicit, implied, or statutory warranties or guarantees about the Services, their success, or the consequences of the Services with the Company. You understand and agree that in accepting these Terms or entering into a Contract with the Company, you have not relied on any warranties or guarantees, and you further understand and admit that the Company has not and cannot guarantee outcomes.

The Company will use commercially reasonable efforts to meet your objectives, but no specific outcome is guaranteed. The Company cannot and will not guarantee that it will be able to remove information in the possession or control of a third party, that positive content about you will appear before negative content about you in search results, or that it will be able to suppress content about you in whole or in part. The outcomes in any given case are determined by a variety of factors, including but not limited to, the prominence of the Customer, the relative importance of positive content about the Customer versus negative content about the Customer, and the decisions and actions of third parties over which the Company has no control.

LIMITATION OF LIABILITY

We and our third-party suppliers will not be liable to you or any third-party claimant for any indirect, punitive, special, consequential (including, but not limited to, lost data, lost profits or loss of goodwill), or incidental damages, whether based on a claim or action of contract, negligence, strict liability, or other tort, breach of any statutory duty, indemnity or contribution, or otherwise, even if we or our third-party suppliers have been advised of the possibility of such liability. The maximum liability for us, arising out of or in anyway related to this Agreement shall not exceed the greater of:
    • The fees you have paid to the Company pursuant to the order that is the subject of the claim during the twelve (12) months immediately preceding the claim;
    • USD $50.00.
The existence of one or more claims will not increase our liability. In no event shall our suppliers have any liability arising out of or in anyway from this Agreement.

USE OF INFORMATION

All sensitive information is used in line with the Company’s Privacy Policy. As a result, the Company may choose or be forced to share any or all of your personal information to third parties. You are hereby notified that the Company may make inquiries to third parties to verify your identity and confirm information you provide to the Company for purposes such as preventing misidentification, fraud, suspicious activity, money laundering, and any other type of illegal, unlawful, or criminal activity. The Company may take action in response to the results of such investigations, such action will be decided by the Company in its sole, absolute, and unfettered discretion based on the facts of the specific instance. You thus agree to such queries and information releases.

RELATIONSHIP BETWEEN THE PARTIES

You and the Company have an independent contractor relationship, and nothing in these Terms should be understood to create any other kind of relationship between you and the Company. You and the Company are not partners, or agents of each other. You are not authorised to make any claims or obligations on behalf of the Company.

If you enter into a Service Contract with the Company, you agree to let the Company act as your agent and represent your interests solely in furtherance of the Services under your Contract, including communicating with any parties required for the Company to perform its obligations under your Contract. You agree to indemnify, defend, and hold harmless the Company and its officers, members, directors, employees, agents, third-party payment processors, third-party Services, suppliers, or affiliates for any and all claims arising out of your Contract and the parties’ relationship; and for any and all actions, claims, costs, attorneys’ fees, damages, judgments, and liabilities arising out of or relating to you in law or in equity.

FORCE MAJAURE

The Company will not be responsible for any interruption of Service, delays or failure to perform caused directly or indirectly by any cause or circumstance beyond its reasonable control, including, but not limited to, the following: hurricane, earthquake, storm, accident, explosion, flood, casualty, lock-outs, power outages, telecommunications outages, fire, other acts of nature, epidemic, war (whether declared or not), riot, sabotage, hostility, public disturbance, cessation of transport, act of public enemies, prohibition, terrorism, enduring inability to operate the Company, the Website, the Services, act by a government or public agency, embargo, strike, or other labor dispute or work stoppage.

GOVERNING LAW

All disputes arising from or connected to this contract will be entirely subject to the jurisdiction of the United Kingdom’s competent court. This Agreement, as well as any issues connected to or resulting from it, is governed solely by the laws of the United Kingdom.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company, its members, managers, officers, directors, employees, contractors, agents, third-party payment processors, third-party Services, suppliers, affiliates, attorneys, and representatives from and against any and all claims, demands, damages, losses, liabilities, fines, fees, penalties, interest, attorneys’ fees, and/or costs relating to or arising out of:
    • Your breach of these Terms;
    • Your breach of any subsequent Contract you enter into with the Company;
    • Your access or use of the Company, the Website, the Services, the Company’s newsletter, forms on the Website, communications sent or received by the Company, and/or Services offered by the Company;
    • Your violation of any law, regulation, rule, or guideline applicable to you;
    • Your violation of the rights of any third party, regardless of whether such violation was intentional.

SEVERABILITY

Whenever possible, each term and provision of these Terms shall be interpreted in such a way that it is valid and effective under applicable laws; however, if any term or provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, such term or provision shall be invalid and ineffective only to the extent of such invalidity or unenforceability, without invalidating or rendering unenforceable the remainder of these Terms, and without rending the remainder of these Terms invalid or unenforceable. In the case of such invalidity or unenforceability, you and the Company undertake to make reasonable efforts to find and agree on a substitute valid and enforceable provision that respects the original purpose and objective of these Terms. The provisions of the “Limitation of Liability” section will continue in effect notwithstanding the invalidity or unenforceability of these Terms or any part thereof.

CHANGES TO THIS AGREEMENT

We may alter, change, or terminate any of the provisions of this Agreement at any time, and such amendment, modification, or termination will take effect when the amended terms are posted on the website. The “last updated” legend at the top of this Agreement will tell you when this Agreement was last edited. Your continued use of the website or Services after the posting of amended terms indicates your acceptance of the revised terms. No amendments or modifications to this Agreement will be binding unless in writing and signed by our authorised representative, or until posted on the website by our authorised representative.