RepNation Terms of Service Agreement

RepNation is delighted that you have decided to learn more about becoming a “representative” of the RepNation team (for purposes of this Agreement, “You”, “Yourself” or “Your” means the person who registers for the Service, wishes to become a representative of RepNation, accepts the terms and conditions of this Agreement and whose application for membership of the Service is accepted by RepNation).

The RepNation service is operated by RepNation Media, LLC (“RepNation” or the “Company”).  By using the RepNation website (the “RepNation Website”) You, the representative, agree to be bound by these terms of service (this “Agreement”).  If You wish to become a representative and make use of the RepNation service (the “Service”), please read this Agreement and indicate Your acceptance of them by following the instructions on the “Sign Up” page of the RepNation Website.

This Agreement sets out the legally binding terms of Your use of the RepNation Website and Your membership in the Service and may be modified by RepNation at any time and without prior notice, such modifications to be effective upon posting by RepNation on the RepNation Website. This Agreement includes RepNation’s acceptable use policy for content posted on the RepNation Website, RepNation’s Privacy Policy, and any notices regarding the RepNation Website.

1.                  RepNation Content. The contents of RepNation and the RepNation Website, and of all other websites under the Company's control, whether partial or otherwise, such as text, graphics, images, logos, button icons, software and other content (collectively, “RepNation Content”) and the compilation (meaning the collection, arrangement and assembly) of all RepNation Content, are protected under both United States and foreign copyright, trademark and other laws.  As between You and RepNation, all RepNation Content is RepNation's exclusive property. Unauthorized use of RepNation Content may violate copyright, trademark, and other laws. You must retain all copyright, trademark, servicemark and other proprietary notices contained in RepNation Content on any permitted copy You make of RepNation Content. You may not sell or modify RepNation Content or reproduce, display, publicly perform, distribute, or otherwise use RepNation Content in any way for any public or commercial purpose, unless previously approved in writing by RepNation. The use of RepNation Content on any other website for any purpose is prohibited.

You shall not copy or adapt the code that the Company creates to generate any RepNation Content or the pages making up any RepNation Site (defined below), which is code also protected by the Company’s copyright.

2.                  Rights to Content Posted by Representatives.        By publishing, displaying, or uploading any text, links, photos, video, messages, or other data or information (personal or otherwise) (collectively “Submitted Content”) on or to the RepNation Website (including on or to Your profile), You automatically grant, and You represent and warrant that You have the right to grant to RepNation an irrevocable, perpetual, non-exclusive, fully paid and royalty-free (meaning that RepNation is not required to pay You for the use of the Service or the Submitted Content You post) worldwide license to use, copy, perform, display and distribute such Submitted Content and to prepare derivative works of, or incorporate into other works, such Submitted Content, and to grant and authorize sublicenses of the foregoing.  You further grant to RepNation the authority to publicly post Your Submitted Content on or to the RepNation Website, and You represent and warrant that the public posting and use of Your Submitted Content by RepNation will not infringe or violate Your rights of those of any third party. 

3.                  Eligibility. You must be 14 years of age or older to visit or use the RepNation Website in any manner.  By visiting the RepNation Website and accepting the terms of this Agreement, You represent and warrant to the Company that You are 14 years of age or older, that You have the right, authority and capacity to agree to and abide by the terms of this Agreement, and that You will use RepNation and the RepNation Website solely for Your personal, noncommercial use, in a manner consistent with any and all applicable laws and regulations. You shall not resell or assign Your rights or obligations under the terms of this Agreement.

4.                  Security Rules.   You shall not violate or attempt to violate the security of the RepNation Website, and any other such websites, which are sometimes collectively referred to as a “RepNation Site,” and collectively referred to as the “RepNation Sites,” including without limitation, (a) accessing data not intended for representative or logging into a server (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures or using any device, software, or routine to interfere or attempt to interfere with the proper working of any RepNation Site or any activity being conducted on any RepNation Site, (c) attempting to interfere with the availability of any RepNation Site to any representative, host or network, including, without limitation, via means of submitting a virus to any RepNation Site, overloading, “flooding”, “spamming”, “mailbombing” or “crashing” any RepNation Site, (d) utilizing any RepNation Site for the advertising of products or services, (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or (f) using a password or access code not issued to the representative. Violations of system or network security may result in civil or criminal liability.  RepNation will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in identifying, investigating and/or prosecuting representatives who are involved in such violations.

5.                  Term. This Agreement will remain in full force and effect while You use the RepNation Website and/or are a representative.  You may terminate Your membership at any time, for any reason by following the instructions on the “Account Settings” page of the RepNation Website.  RepNation may terminate Your membership for any reason, at any time.  If RepNation terminates Your membership in the Service because You have breached this Agreement, You will not be entitled to redeem any previously accumulated “RepRewards” from the “RepRewards Store,” nor will You be entitled to receive payments of any previously accumulated cash.  Even after Your membership is terminated, this Agreement will remain in full force and effect.

The Company reserves the right, at its sole discretion, to pursue all of its legal remedies, including, but not limited to, deletion of Your account, profile and Submitted Content from the RepNation Website, and the immediate termination of RepNation Services and the services of other RepNation Sites to You, upon any breach by You of the terms of this Agreement or if the Company is unable to verify or authenticate any information You submit to RepNation or any other RepNation Site.

6.                  Privacy. Use of the RepNation Website and/or the Service is also governed by our Privacy Policy.

7.                  Independent Contractor Status. RepNation and You acknowledge and agree that Your relationship with RepNation under this Agreement shall be that of an independent contractor, and You shall hold Yourself out to be an independent contractor of RepNation, and You shall at no time represent to any third party that You are an employee of RepNation.  Nothing in this Agreement shall be construed or considered to create a relationship of employer and employee, principal and agent, partner, joint venturer or any other relationship other than that of an independent contractor between the parties hereto.  Accordingly, RepNation and You agree that:

(a)               You will be treated as an independent contractor with respect to Your role as a representative of RepNation under this Agreement for all purposes, including, federal, state, and local tax purposes and for all other purposes. Accordingly, RepNation shall not withhold or pay over on behalf of You any amounts relating to federal, state or local income taxes, unemployment compensation, workers compensation, social security or other taxes or assessments.

(b)               You shall supply Your social security number to RepNation for proper reporting of compensation to the Internal Revenue Service.

(c)                RepNation will file, and issue to You a copy of, Form 1099 reporting the compensation received by You for serving as a representative of RepNation pursuant to this Agreement.  You acknowledge that You shall be solely responsible for the reporting and payment of all federal, state and local income taxes, social security taxes, all federal and state self-employment taxes, and other governmental obligations resulting from the receipt of compensation under this Agreement. 

(d)               You hereby indemnify and save harmless RepNation from any liability for any taxes, penalties or interest that may be assessed by any taxing authority with respect to compensation received by You as a representative, with the exception of RepNation’s share of social security and RepNation’s liability for tax treatment of Your work as a representative, if any.

(e)               As an independent contractor, You shall not receive nor be entitled to a salary or any other benefits or privileges RepNation provides to its employees.

8.                  Copyrights and Trademarks. All materials included on the RepNation Sites including but not limited to text, design, graphics, interfaces, or code and the selection and arrangements thereof is copyrighted as a collective work under the United States and other copyright laws, and is the intellectual property of RepNation or its clients, unless otherwise noted or attributed.  RepNation, The Consumer Powered Media Network, RepRewards, RepMedia, and the RepNation logo are trademarks and service marks of RepNation Media, LLC.

Text excerpts, diagrams, logos or other information may be quoted within the content of the RepNation Sites, and the respective copyright holders retain their rights to this material.

You may download, view, email, copy and print documents and graphics incorporated in the documents from the RepNation Sites subject to the following: (1) the documents may be used solely for involvement in campaigns or personal, informational, non-commercial purposes; and (2) the documents may not be modified or altered in any way.   Except as expressly provided herein, You may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, distribute, modify, remove or create derivative works of any information from the RepNation Sites in whole or in part without the prior written permission of RepNation.

9.                  Taxes. All taxes applicable to any amounts paid by RepNation to You under this Agreement will be Your liability and RepNation shall not withhold or pay any amounts for federal, state or municipal income tax, social security, unemployment or worker’s compensation.  In accordance with current law, RepNation shall annually file with the Internal Revenue Service a Form 1099-MISC., U.S. Information Return for Recipients of Miscellaneous Income, reflecting the gross annual compensation paid by RepNation to You, net of any reimbursed expenses incurred by You on behalf of RepNation pursuant to this Agreement.

10.              The Company’s Liability. RepNation is only a venue and RepNation does not screen or censor the profiles or Submitted Content of representatives. We are under no legal obligation to, and generally do not, control the Submitted Content or information provided by representatives that is made available through RepNation. As a result, the Company has no control over the truth or accuracy of the information submitted by representatives.  The Company makes no representations about the accuracy, reliability, completeness, or timeliness of any profile or Submitted Content of representatives.  In addition, note that there are risks, including, but not limited to, the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses.  You assume all risks associated with dealing with other representatives with whom You come in contact through RepNation. By its very nature, other people’s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled.  We expect that You will use caution and common sense when using RepNation and/or the RepNation Sites.

Because representative authentication on the Internet is difficult, the Company cannot and does not confirm that each representative is who they claim to be.  Because we do not and cannot be involved in representative-to-representative dealings or control the behavior of participants on any RepNation Site, in the event that You have a dispute with one or more representatives, You release the Company (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.  You are entirely responsible for maintaining the confidentiality of Your password and account information.  Furthermore, You are entirely responsible for any and all activities that occur under Your account.

11.              Disclaimer of Consequential Damages. IN NO EVENT SHALL THE COMPANY, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON ANY REPNATION SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE ANY REPNATION SITE AND THE REPNATION CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.              Limitation of Liability. RepNation, its directors, officers, members, managers, employees, clients and agents shall not be liable for any damages, special, consequential, or otherwise, arising out of, or in any way connected with Your participation in the program, the use of information provided by You under the program, or the merchandise or services obtained by You through the redemption of RepRewards under the Service.

RepNation’s maximum liability arising out of or in connection with any RepNation Site or Your use of RepNation, or the RepNation Content, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), will not exceed $100.

Some jurisdictions limit the exclusion of damages or limitation of liability, and as such the above exclusions and limitations may not apply to You. If any part of the exclusions of damages or limitation of liability set forth above is unenforceable under applicable law, RepNation and its affiliates' aggregate liability will be limited to the maximum extent permitted by law.

FURTHER, UNDER NO CIRCUMSTANCES SHALL REPNATION BE LIABLE FOR ANY ACTIONS whatsoever BY YOU IN CONNECTION WITH YOUR USE OF THE SERVICE OR INVOLVEMENT IN A PROGRAM.  REPRESENTATIVES ARE NOT EMPLOYEES OF REPNATION, AND REPNATION, WHILE CREATING, TRACKING AND MANAGING THE NETWORK IN WHICH REPNATION’S CLIENTS AND REPRESENTATIVES ARE UNITED, SOLELY FACILITATES THE ENGAGEMENT OF REPRESENTATIVES BY ITS CLIENTS AND AS SUCH DOES NOT AND CANNOT CONTROL, MONITOR, SUPERVISE OR REGULATE THE ACTIONS OF REPRESENTATIVES.

13.              Confidentiality. You are responsible for maintaining the confidentiality and all uses of Your account, and password whether or not authorized by You.  You agree to immediately notify the Company of any unauthorized use of Your account, and password.

Further, You acknowledge that during Your engagement with RepNation, You will have access to and become acquainted with various trade secrets, data, inventions, innovations, processes, information, records and specifications (“Confidential Information”) owned or licensed by RepNation and/or used by RepNation in connection with the operation of its business including, without limitation, RepNation’s business and product processes, methods, customer lists, accounts and procedures.  Further, You acknowledge that during Your engagement with RepNation, You will have access to and become acquainted with Confidential Information owned or licensed by clients of RepNation.  You agree that You will not disclose any of the aforesaid Confidential Information, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of Your engagement with RepNation.  All RepNation Content, and all similar items relating to the business of RepNation, shall remain the exclusive property of RepNation.  You shall not retain any copies of the foregoing without RepNation’s prior written permission.  Upon the expiration or earlier termination of this Agreement, or whenever requested by RepNation, You shall immediately deliver to RepNation any and all such files, records, documents, specifications, information, and other items in Your possession or under Your control.  You further agree that You will not disclose Your retention as an independent contractor or the terms of this Agreement to any person without the prior written consent of RepNation and shall at all times preserve the confidential nature of Your relationship to RepNation and of the services hereunder.

14.              Representative Disputes. You are solely responsible for Your interactions with other RepNation representatives.  RepNation reserves the right, but has no obligation, to monitor disputes between You and other representatives.

15.              Representative Submission. Except for any personally identifiable information we may collect from You under the guidelines established in our Privacy Policy, any material, information or other communication You transmit, upload or post to the RepNation Website (“RepNation Reports”) will be considered non-confidential and non-proprietary.  RepNation will have no obligations with respect to the RepNation Reports.  RepNation and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the RepNation Reports and all data, images, sounds, text, and other things embodied therein for any and all commercial or noncommercial purposes.

16.              Right To Be Removed From Programs. RepNation reserves the right to remove a representative from any campaign, program, poll, survey, contest, sweepstakes, or the like, coordinated by RepNation (“Program”) at any time for any reason.  If You are removed from a Program, You will be contacted via email.

17.              Contact with Representatives. RepNation has the right, but not the obligation, to periodically contact representatives with information, updates, and special offers via email.  If there are any inaccuracies in such correspondences, RepNation will not be held responsible.

18.              Polls, Surveys, and Contests.  Certain types of Programs, specifically, polls, surveys, sweepstakes, and contests, might be available on the RepNation Website for representatives, sponsored by RepNation, merchants, and/or strategic partners. You will not be required to participate in polls, surveys, sweepstakes or contests in order to use the site or access Your account. RepNation uses the data collected from these activities to assist it and its merchants, advertisers and strategic partners to provide You better services and products.  No personally identifiable information is provided to merchants, advertisers or to strategic partners.  You may be qualified to receive RepRewards for each poll, survey or other contest in which You participate.

19.              Right to Offer Programs to Select Representatives.  Programs will be offered to representatives based on various demographic and psychographic parameters.  If You qualify for a Program You, as a representative, will have the ability to join the Program on the “Join New Program” section of Your Home Page on the RepNation Website. You may also be contacted directly via email when a Program is launched.

20.              Indemnification.  You agree to indemnify, hold harmless and defend RepNation, its subsidiaries, affiliates, officers, directors, employees, agents, affiliates, partners, and their respective successors and assigns against any and all claims, counterclaims, suits, demands, actions, causes of action, damages, setoffs, liens, attachments, debts, expenses, judgments, losses or other liabilities of whatever kind or nature as they are incurred or threatened (including but not limited to cost of defense, settlement, and reasonable attorneys’ fees), arising from or out of or in connection with the following, without limitation:

(a)        A breach by You of this Agreement or any obligation or covenant in this Agreement, including Your representations and warranties set forth above;

(b)        A violation of any law, rule, regulation, or authority by You in connection with the performance of this Agreement, Your use of the Service or Your involvement in a Program;

(c)        Any negligent, reckless or intentional acts or omissions committed by You in connection with the entry into or performance of this Agreement, Your use of the Service or Your involvement in a Program;

(d)        A claim against You that the Service or a Program infringes the patent, copyright, trademark, trade secret or other intellectual property rights of any third party; or

(e)        A claim of libel, false advertisement, slander, defamation, copyright infringement, infringement of moral rights, trademark infringement, false designation of origin, disparagement, violation of privacy, publicity, identity or other proprietary rights, violation of patent or shop rights, piracy or plagiarism that arises in connection with Your performance under this Agreement, Your use of the Service or Your involvement in a Program.

Further, RepNation shall provide You with: (a) prompt written notice of such claim or action; (b) sole control and authority over the defense or settlement of such claim or action (except that You shall not enter into any settlement that materially adversely affects RepNation’s rights or interests without RepNation’s prior approval); and (c) proper and full information and reasonable assistance, provided at Your sole expense, in connection with the defense or settlement of any such claim or action. Notwithstanding the foregoing, RepNation shall have the right, in its sole discretion, to participate in the defense at its own expense with a counsel of its choosing.

21.              Comments, Complaints and Questions. We welcome Your feedback about the RepNation Website.  However, any comments, ideas, notes, messages, suggestions or other communications sent to the RepNation Website shall be and remain the exclusive property of RepNation, and we may use all such communications in any manner, including reproducing, disclosing and publishing such communications, all without compensation to You.

Should You have any questions or complaints regarding these terms and conditions, please feel free to contact us.

22.              Legal Compliance and Applicable Law.  You agree to comply with all federal, state, local and foreign laws, rules, regulations and court orders that are applicable to Your use of the RepNation Website, and not to use the RepNation Website site for any purpose that is contrary to any such laws, rules, regulations or orders.

All matters relating to Your access to, and use of, the RepNation Website or any services provided by RepNation shall be governed by U.S. federal law or the laws of The State of New York. Any legal action or proceeding relating to Your access to, or use of, the RepNation Website shall be instituted in a state or federal court in New York County, New York. You and RepNation agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

23.              Prohibited Actions.  In addition to the requirements set forth in Section 22 above, below is a partial list of the kind of actions that are illegal or prohibited by RepNation in connection with Your service as a RepNation representative.  Engaging in any of these actions by You while serving as a representative of RepNation and in connection with Your service as a representative may, in the sole and absolute discretion of RepNation, result in termination of Your membership with RepNation and Your status as a representative. In addition, we reserve the right to investigate and take appropriate legal action, in our sole discretion, against any representative who violates this provision.  Prohibited Actions include, but are not limited to the following actions:

(a)               those that are patently offensive, such as acts that promote racism, bigotry, hatred or physical harm of any kind against any group or individual;

(b)               sexual harassment of another person;

(c)                acts of terrorism, whether threatened, or actual;

(d)               acts which cause or can cause physical harm to another person;

(e)               illegal use of drugs and underage consumption of alcohol; or

(f)                 providing instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses.

24.              Notices and Legal Disclaimer.  The RepNation Website may contain other proprietary notices and copyright information, the terms of which must be observed and followed.

The RepNation Content may contain inaccuracies or typographical errors or technical inaccuracies.  RepNation makes no representations about the accuracy, reliability, completeness, or timeliness of any RepNation Site or the RepNation Content. The use of the RepNation Sites and the RepNation Content is at Your own risk.  Changes are periodically made to the RepNation Website and may be made at any time.

Information may be changed or updated without notice. RepNation may also make improvements and/or changes in the products and/or the Programs described in this Agreement or on the RepNation Website at any time without notice.

RepNation does not warrant or represent that representatives will earn any specific number of RepRewards, that any specific products, prizes or services will be available for redemption in the RepRewards Store, or that the redemption value of any products, prizes or services contained in the RepRewards Store will remain unchanged at any given time.

RepNation makes no representations or warranties, express or implied, with regard to any merchandise or services obtained by members through the redemption of RepRewards under the program. Only those guarantees, warranties, and representations, if any, offered by the manufacturers of merchandise or suppliers of services may be relied upon by representatives.

The terms and conditions set forth above shall constitute the entire understanding between RepNation and each representative enrolled and participating in the program.