Terms of Service

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms", "Agreement") constitute a legally binding contract between you ("User", "you", "your") and REPLR, Inc., a Delaware corporation ("REPLR", "Company", "we", "us", "our"). By accessing or using any part of the Service (as defined below), including without limitation creating an account, browsing the platform, using the API, or interacting with any AI companion, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Acceptable Use Policy, and all other policies and guidelines incorporated herein by reference (collectively, the "Agreement").

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICE. YOUR CONTINUED USE OF THE SERVICE FOLLOWING THE POSTING OF ANY CHANGES TO THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

This Agreement is effective as of the date you first access or use the Service (the "Effective Date"). You represent and warrant that you have the legal capacity and authority to enter into this Agreement. If you are accepting these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to this Agreement, in which case "you" and "your" shall refer to that entity.

2. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

• "Service" means the REPLR platform, including but not limited to the website located at replr.ai and all associated subdomains, the REPLR mobile applications, the REPLR API, WebSocket connections, embeddable chat widgets, third-party integrations (including Discord, Telegram, and Slack integrations), and any other software, features, tools, or services provided by REPLR.
• "User" means any individual or entity that accesses or uses the Service, whether or not they have created an account. Users include but are not limited to visitors, registered account holders, Creators, and API consumers.
• "REPLR" (when used to refer to an AI character) means an AI companion character created on the platform, consisting of configurable personality attributes, voice settings, knowledge base documents, system prompts, and associated metadata.
• "Content" means all information, data, text, messages, images, audio, video, files, documents, and other materials uploaded, submitted, posted, transmitted, or otherwise made available through the Service.
• "User Content" means any Content that a User creates, uploads, submits, or transmits through the Service, including but not limited to messages sent to AI companions, REPLR configurations, knowledge base documents, profile information, and feedback.
• "Creator Content" means any Content created by a Creator for the purpose of publishing an AI character on the Marketplace, including personality configurations, system prompts, knowledge base materials, character descriptions, avatars, and associated marketing materials.
• "AI-Generated Content" means any Content produced by artificial intelligence models in response to User inputs or autonomous operation, including text responses, voice outputs, and any other machine-generated materials.
• "Creator" means a User who publishes one or more AI characters on the REPLR Marketplace and is subject to the Creator Agreement.
• "Marketplace" means the REPLR marketplace where Creators may publish AI characters for other Users to discover, interact with, and subscribe to.
• "API" means the application programming interfaces, including REST API endpoints and WebSocket connections, provided by REPLR for programmatic access to the Service.
• "Subscription" means a recurring paid plan that grants the User access to specific features and usage limits as described in Section 10.
• "Embed Widget" means the embeddable chat interface provided by REPLR that allows Users to integrate AI companion interactions on external websites.
• "Knowledge Base" means the collection of documents, files, and data uploaded by a User or Creator to inform and customize an AI character's responses and domain expertise.
• "Intellectual Property" or "IP" means all patents, copyrights, trademarks, trade secrets, trade dress, domain names, and all other intellectual property rights recognized under any jurisdiction worldwide.

3. ELIGIBILITY

3.1 Minimum Age. You must be at least thirteen (13) years of age to access or use the Service. If you are between the ages of thirteen (13) and eighteen (18) (or the age of legal majority in your jurisdiction, whichever is greater), you may only use the Service with the consent and supervision of a parent or legal guardian who agrees to be bound by this Agreement on your behalf. REPLR reserves the right to request verification of age at any time and to terminate or suspend accounts that REPLR reasonably believes are operated by individuals under the minimum age requirement.

3.2 Mature Content Restriction. Certain features, content categories, or AI character interactions on the Service may be designated as intended for Users aged eighteen (18) or older ("Mature Content"). You must be at least eighteen (18) years of age to access, create, or interact with Mature Content. By accessing Mature Content, you represent and warrant that you are at least eighteen (18) years of age. REPLR implements age-gating mechanisms for Mature Content, but makes no guarantee that such mechanisms are infallible.

3.3 Legal Capacity. You represent and warrant that you have the full legal capacity and authority to enter into this Agreement and to perform your obligations hereunder. If you are accepting these Terms on behalf of a corporation, partnership, limited liability company, or other legal entity, you represent and warrant that you are an authorized representative of that entity with the authority to bind such entity to this Agreement.

3.4 Jurisdictional Restrictions. The Service is not available in jurisdictions where its use would be prohibited by law. You are solely responsible for ensuring that your access and use of the Service complies with all laws, rules, and regulations applicable to you in your jurisdiction. REPLR reserves the right to restrict access to the Service in any jurisdiction at its sole discretion.

3.5 Compliance with Children's Privacy Laws. REPLR complies with the Children's Online Privacy Protection Act ("COPPA"), 15 U.S.C. §§ 6501–6506, and does not knowingly collect personal information from children under the age of thirteen (13). If we become aware that we have collected personal information from a child under thirteen (13) without verifiable parental consent, we will take commercially reasonable steps to delete such information promptly.

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Account Creation. To access certain features of the Service, you must register for an account by providing accurate, current, and complete information as prompted by the registration form. You agree to maintain and promptly update your account information to keep it accurate, current, and complete at all times. Failure to do so constitutes a breach of this Agreement, which may result in immediate termination of your account.

4.2 Account Security. You are solely responsible for maintaining the confidentiality of your account credentials, including your password and any API keys or tokens associated with your account. You agree to (a) use a strong, unique password for your account; (b) not share your account credentials with any third party; (c) immediately notify REPLR at security@replr.ai of any unauthorized use of your account or any other breach of security; and (d) ensure that you log out of your account at the end of each session when accessing the Service from a shared or public device.

4.3 Account Responsibility. You are fully responsible for all activities that occur under your account, whether or not authorized by you. REPLR shall not be liable for any loss or damage arising from your failure to comply with the foregoing security obligations. You acknowledge that REPLR may rely on account credentials to verify your identity and authorize transactions.

4.4 One Account Per User. Each individual may maintain only one (1) account on the Service unless expressly authorized by REPLR in writing. Creating multiple accounts to circumvent usage limits, bans, suspensions, or any other restrictions imposed by REPLR constitutes a violation of this Agreement.

4.5 Third-Party Authentication. If you choose to register or authenticate using a third-party service (e.g., Google, Discord, or other OAuth providers), you authorize REPLR to access, collect, and store the information that such third-party service makes available to us in accordance with your privacy settings on that service and our Privacy Policy.

5. DESCRIPTION OF SERVICE

5.1 Platform Overview. REPLR is an AI companion platform that enables Users to create, customize, and interact with AI characters ("REPLRs"). The Service includes, without limitation, the following features:

• AI Character Creation: Users may create AI characters with custom personality attributes, voice configurations, behavioral parameters, system prompts, and specialized knowledge bases.
• Text and Voice Interaction: Users may communicate with AI characters via text-based chat and real-time voice conversations.
• Marketplace: Creators may publish AI characters to the REPLR Marketplace, where other Users may discover and interact with them. Creators are eligible for revenue share as described in Section 11 and the Creator Agreement.
• API and WebSocket Access: Users with eligible Subscription plans may access the Service programmatically via REST API endpoints and WebSocket connections, subject to the API Terms of Service.
• Embed Widgets: Users may embed AI chat widgets on external websites to enable third-party visitors to interact with their AI characters.
• Knowledge Base Uploads: Users may upload documents and files to create specialized knowledge bases that inform AI character responses.
• Third-Party Integrations: The Service supports integrations with third-party platforms including Discord, Telegram, and Slack, subject to the terms of service of those respective platforms.

5.2 Service Modifications. REPLR reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. REPLR shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service, except as may be expressly provided in the Subscription terms set forth in Section 10.

5.3 Service Availability. While REPLR uses commercially reasonable efforts to maintain the availability of the Service, we do not guarantee uninterrupted, timely, secure, or error-free access. The Service may be subject to scheduled maintenance, unscheduled outages, or limitations arising from network conditions, hardware failures, or force majeure events.

5.4 AI Model Dependencies. The Service relies on third-party artificial intelligence models and infrastructure providers. Changes to, degradation of, or discontinuation of third-party AI models may affect the quality, availability, or functionality of the Service. REPLR shall not be liable for any changes in Service performance attributable to third-party AI model providers.

6. USER CONTENT AND OWNERSHIP

6.1 Ownership of User Content. As between you and REPLR, you retain all right, title, and interest in and to your User Content, including but not limited to your REPLR configurations, personality settings, knowledge base documents, and system prompts. Nothing in this Agreement shall be construed to transfer ownership of your User Content to REPLR.

6.2 License Grant to REPLR. By submitting, posting, uploading, or otherwise making available any User Content through the Service, you grant REPLR a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such User Content solely for the purpose of operating, providing, improving, and promoting the Service. This license includes, without limitation, the right to: (a) process your User Content through AI models to generate responses; (b) store your User Content on REPLR's servers and third-party hosting infrastructure; (c) display your publicly published REPLR characters and their descriptions on the Marketplace; and (d) use aggregated and de-identified User Content for analytics, research, and Service improvement purposes.

6.3 License Duration. The license granted in Section 6.2 shall survive the termination of your account with respect to (a) User Content that has been incorporated into aggregated or de-identified datasets, and (b) cached or archived copies of User Content retained in accordance with REPLR's data retention policies as described in our Privacy Policy. Upon termination of your account, REPLR will use commercially reasonable efforts to remove your identifiable User Content from active systems within thirty (30) days, subject to legal retention requirements.

6.4 Representations and Warranties. You represent and warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to submit your User Content and to grant the license set forth in Section 6.2; (b) your User Content does not infringe, misappropriate, or violate any third party's intellectual property rights, rights of publicity, rights of privacy, or any other legal rights; (c) your User Content complies with the Acceptable Use Policy; and (d) your User Content does not contain any viruses, malware, or other harmful code.

6.5 Conversation Data. Messages exchanged between you and AI characters are processed and stored by REPLR to provide the Service, maintain conversation context, and improve AI performance. You acknowledge that conversation data may be reviewed by automated systems for safety, moderation, and quality assurance purposes. REPLR does not claim ownership of your conversation messages, but retains the license described in Section 6.2 with respect to such data.

6.6 Feedback. Any suggestions, ideas, enhancement requests, feedback, recommendations, or other information you provide to REPLR regarding the Service ("Feedback") shall be deemed non-confidential and non-proprietary. REPLR shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit Feedback in any manner without obligation, restriction, or compensation to you.

7. AI-GENERATED CONTENT DISCLAIMER

7.1 Nature of AI-Generated Content. You acknowledge and agree that all AI-Generated Content produced through the Service is created by artificial intelligence models and is not authored, reviewed, verified, endorsed, or guaranteed by REPLR or any human being. AI-Generated Content is produced through statistical pattern matching and probabilistic text generation and may contain errors, inaccuracies, hallucinations, biases, fabricated information, or content that is misleading, incomplete, or inappropriate.

7.2 Not Professional Advice. AI-Generated Content does not constitute and shall not be relied upon as legal, medical, financial, tax, psychological, therapeutic, or any other form of professional advice. AI characters on the Service are not licensed professionals, and their outputs should not be used as a substitute for the advice of qualified professionals. You should always consult with appropriate professionals regarding any matters requiring professional judgment.

7.3 No Warranties on Accuracy. REPLR MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, SUITABILITY, SAFETY, OR QUALITY OF ANY AI-GENERATED CONTENT. YOU ACKNOWLEDGE THAT AI-GENERATED CONTENT MAY BE FACTUALLY INCORRECT, MISLEADING, OR HARMFUL, AND YOU USE SUCH CONTENT ENTIRELY AT YOUR OWN RISK.

7.4 User Responsibility. You are solely responsible for evaluating the accuracy, completeness, and usefulness of any AI-Generated Content and for any decisions or actions you take based on such Content. You agree not to hold REPLR liable for any damages, losses, or injuries arising from your reliance on AI-Generated Content.

7.5 No Agency or Fiduciary Relationship. Interactions with AI characters do not create any agency, fiduciary, partnership, joint venture, employment, or similar relationship between you and REPLR. AI characters are software programs, not legal persons, and cannot form contractual or legal relationships with Users.

7.6 Emotional Well-Being. While AI companions may simulate conversational and emotional engagement, they are not sentient beings, do not experience emotions, and are not substitutes for human relationships, mental health treatment, or emotional support services. If you are experiencing a mental health crisis, please contact a qualified mental health professional or emergency services immediately.

8. ACCEPTABLE USE

8.1 Acceptable Use Policy. Your use of the Service is subject to our Acceptable Use Policy, which is incorporated herein by reference and forms an integral part of this Agreement. You agree to comply with all restrictions, guidelines, and requirements set forth in the Acceptable Use Policy at all times.

8.2 Prohibited Conduct. Without limiting the generality of the Acceptable Use Policy, you agree not to: (a) use the Service for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation; (b) attempt to gain unauthorized access to any portion of the Service, other accounts, computer systems, or networks connected to the Service; (c) use the Service to generate, store, or disseminate content depicting child sexual abuse material ("CSAM") or any sexual content involving minors; (d) engage in harassment, bullying, threats, or hate speech directed at any individual or group; (e) impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity; (f) use the Service to generate spam, phishing content, or malware; (g) interfere with or disrupt the integrity or performance of the Service or any servers or networks connected to the Service; (h) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service; (i) use automated means, including bots, scrapers, or crawlers, to access the Service except through the API in accordance with the API Terms of Service; or (j) circumvent any rate limits, usage quotas, or access controls implemented by REPLR.

8.3 Enforcement. REPLR reserves the right, but is not obligated, to monitor, review, or investigate any User Content or use of the Service for compliance with this Agreement and the Acceptable Use Policy. REPLR may, in its sole discretion, take any action it deems appropriate in response to violations, including but not limited to issuing warnings, suspending or terminating accounts, removing Content, reporting violations to law enforcement, and pursuing any available legal remedies.

9. INTELLECTUAL PROPERTY

9.1 REPLR's Intellectual Property. The Service, including without limitation all software, code, algorithms, AI models (excluding third-party models), user interfaces, designs, graphics, logos, trademarks, service marks, trade names, trade dress, visual styling, documentation, and all other elements of the Service (collectively, "REPLR IP"), are owned by or licensed to REPLR and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The REPLR name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of REPLR, Inc. or its affiliates. You may not use such marks without the prior written permission of REPLR.

9.2 Limited License to Users. Subject to your compliance with this Agreement, REPLR grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your personal or internal business purposes, in accordance with the terms of your Subscription plan. This license does not include the right to: (a) modify, copy, or create derivative works of the REPLR IP; (b) sublicense, sell, resell, transfer, assign, or distribute the Service or any REPLR IP; (c) use the Service to build a competing product or service; or (d) use any data mining, robots, or similar data gathering or extraction methods on the Service.

9.3 Reservation of Rights. All rights not expressly granted to you in this Agreement are reserved by REPLR. No implied licenses are granted by this Agreement.

9.4 Third-Party Intellectual Property. The Service may contain content, trademarks, or other intellectual property owned by third parties. Such third-party content is the property of its respective owners and is used in accordance with applicable licenses. Nothing in this Agreement grants you any rights to third-party intellectual property.

10. SUBSCRIPTION AND BILLING

10.1 Subscription Plans. The Service is available under the following subscription tiers, each with specific features, usage limits, and pricing:

• Free: $0/month — up to fifty (50) messages per day, one (1) REPLR character.
• Plus: $12/month — expanded message limits, additional REPLR character slots, and enhanced features.
• Pro: $30/month — higher usage limits, API access, priority support, and advanced customization options.
• Creator: $50/month — full platform access including Marketplace publishing, advanced analytics, embed widgets, and all Pro features.

Feature availability and usage limits for each tier are as described on the REPLR pricing page at the time of your subscription. REPLR reserves the right to modify features and limits associated with each tier in accordance with Section 10.5.

10.2 Payment Processing. All payments are processed through Stripe, Inc. ("Stripe"), our third-party payment processor. By subscribing to a paid plan, you agree to Stripe's Terms of Service and authorize REPLR and Stripe to charge your designated payment method for recurring subscription fees. REPLR does not store your full payment card details; such information is handled directly by Stripe in accordance with PCI-DSS standards.

10.3 Auto-Renewal. All paid Subscriptions automatically renew at the end of each billing period (monthly or annually, as applicable) unless you cancel your Subscription before the end of the current billing period. You will be charged the then-current subscription fee upon each renewal. You may cancel your Subscription at any time through your account settings, and cancellation will take effect at the end of the current billing period. No partial refunds will be issued for the remaining portion of any billing period.

10.4 Refund Policy. Subscription fees are generally non-refundable except as required by applicable law. REPLR may, in its sole discretion, offer refunds, credits, or other compensation on a case-by-case basis. If you believe you are entitled to a refund due to a Service defect or billing error, you may submit a request to billing@replr.ai within thirty (30) days of the charge in question.

10.5 Price Changes. REPLR reserves the right to change the fees for any Subscription plan at any time. If REPLR changes the fees for your Subscription plan, REPLR will provide you with at least thirty (30) days' advance written notice (via email or in-app notification) before the new fees take effect. Your continued use of the Service after the effective date of the fee change constitutes your agreement to pay the updated fees. If you do not agree to the fee change, you must cancel your Subscription before the effective date of the change.

10.6 Taxes. All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). You are responsible for paying all Taxes associated with your Subscription, except for taxes based on REPLR's net income.

10.7 Free Tier. REPLR offers a free tier of the Service with limited features and usage. The free tier is provided "as is" and REPLR reserves the right to modify, limit, or discontinue the free tier at any time without notice. Free tier Users are not entitled to the same level of support, features, or performance guarantees as paid Subscription Users.

11. CREATOR TERMS

11.1 Creator Agreement. If you publish AI characters on the REPLR Marketplace, you are a Creator and are subject to the Creator Agreement, which is incorporated herein by reference. In the event of any conflict between this Agreement and the Creator Agreement, the Creator Agreement shall control with respect to matters specific to Creator activities.

11.2 Revenue Share. Creators are eligible to earn seventy percent (70%) of qualifying revenue generated from their published AI characters on the Marketplace, with REPLR retaining thirty percent (30%) as a platform fee. The specific terms governing revenue calculation, payment schedules, minimum payout thresholds, tax obligations, and eligible revenue types are set forth in the Creator Agreement.

11.3 Creator Content Responsibilities. Creators are solely responsible for ensuring that their Creator Content, including AI character configurations, knowledge base materials, and published descriptions, complies with this Agreement, the Acceptable Use Policy, and all applicable laws. REPLR reserves the right to review, modify, or remove any Creator Content that violates these policies.

11.4 Marketplace Listing. Publishing an AI character to the Marketplace constitutes your consent for REPLR to display, promote, and distribute that character through the Marketplace and related marketing channels. REPLR does not guarantee any particular level of visibility, traffic, or revenue for any published AI character.

12. API TERMS

12.1 API Terms of Service. Access to and use of the REPLR API, including REST API endpoints and WebSocket connections, is governed by the API Terms of Service, which is incorporated herein by reference. In the event of any conflict between this Agreement and the API Terms of Service, the API Terms of Service shall control with respect to API-specific matters.

12.2 API Access. API access is available to Users with eligible Subscription plans. API keys and tokens are confidential credentials and must be treated with the same level of security as your account password. You are solely responsible for all API calls made using your credentials, whether or not authorized by you.

12.3 Rate Limits and Usage Quotas. API usage is subject to rate limits and usage quotas as specified in your Subscription plan and the API documentation. REPLR reserves the right to throttle, suspend, or terminate API access that exceeds applicable limits or that REPLR reasonably determines to be abusive or detrimental to the Service.

12.4 Embed Widget Terms. Use of the embeddable chat widget is a form of API access and is subject to the API Terms of Service. You are responsible for ensuring that your use of embed widgets on external websites complies with this Agreement, the API Terms, and any applicable third-party terms of service.

13. TERMINATION

13.1 Termination by User. You may terminate your account at any time by (a) canceling your Subscription through your account settings, and (b) submitting an account deletion request through the Service or by emailing support@replr.ai. Cancellation of a paid Subscription will take effect at the end of the current billing period. Account deletion will be processed within thirty (30) days of receipt of your request, subject to REPLR's data retention obligations under applicable law.

13.2 Termination by REPLR. REPLR may suspend or terminate your account and access to the Service, in whole or in part, at any time and for any reason, including but not limited to: (a) your breach of this Agreement or any policy incorporated herein; (b) your engagement in fraudulent, abusive, or illegal activity; (c) your failure to pay applicable fees; (d) your account being inactive for twelve (12) or more consecutive months; (e) a request by law enforcement or other government agency; (f) discontinuation or material modification of the Service; or (g) unexpected technical or security issues. REPLR will use commercially reasonable efforts to provide notice prior to termination, except where immediate termination is necessary to protect the safety, security, or integrity of the Service or its Users.

13.3 Effect of Termination. Upon termination of your account: (a) your right to access and use the Service shall immediately cease; (b) any outstanding Subscription fees or other amounts owed to REPLR shall become immediately due and payable; (c) REPLR may delete your User Content, REPLR configurations, and associated data in accordance with our data retention policies, subject to applicable legal requirements; (d) any Creator revenue earned but not yet paid shall be paid out in accordance with the Creator Agreement, provided the minimum payout threshold has been met; and (e) you shall immediately cease using any REPLR IP, including trademarks, API credentials, and embed codes.

13.4 Survival. The following sections shall survive the termination or expiration of this Agreement: Section 2 (Definitions), Section 6 (User Content and Ownership), Section 7 (AI-Generated Content Disclaimer), Section 9 (Intellectual Property), Section 13 (Termination), Section 14 (Disclaimer of Warranties), Section 15 (Limitation of Liability), Section 16 (Indemnification), Section 17 (Governing Law and Dispute Resolution), and Section 21 (General Provisions).

13.5 Data Export. Prior to terminating your account, you may request an export of your User Content by contacting support@replr.ai. REPLR will use commercially reasonable efforts to provide a data export within thirty (30) days of a valid request. After account deletion, REPLR is under no obligation to retain or provide access to your User Content.

14. DISCLAIMER OF WARRANTIES

THE SERVICE, INCLUDING ALL CONTENT, FEATURES, FUNCTIONALITY, AI-GENERATED CONTENT, API ACCESS, AND ALL INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ASSOCIATED THEREWITH, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REPLR HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; (C) WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (D) WARRANTIES THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE; (E) WARRANTIES THAT DEFECTS IN THE SERVICE WILL BE CORRECTED; AND (F) WARRANTIES THAT THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.

REPLR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY LINKED WEBSITE OR SERVICE, AND REPLR WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT SUCH LIMITATIONS ARE NOT PERMITTED UNDER APPLICABLE LAW, REPLR'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

15. LIMITATION OF LIABILITY

15.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REPLR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF REPLR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY AI-GENERATED CONTENT OBTAINED FROM THE SERVICE; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; (E) ANY ACTIONS TAKEN OR NOT TAKEN BASED ON AI-GENERATED CONTENT; OR (F) ANY OTHER MATTER RELATING TO THE SERVICE.

15.2 Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL, CUMULATIVE LIABILITY OF REPLR AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO REPLR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

15.3 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT REPLR HAS OFFERED THE SERVICE AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT SUCH DISCLAIMERS AND LIMITATIONS REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES, AND THAT SUCH DISCLAIMERS AND LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND REPLR. REPLR WOULD NOT BE ABLE TO PROVIDE THE SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

15.4 Jurisdictional Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, REPLR'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

16. INDEMNIFICATION

16.1 Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless REPLR, its affiliates, officers, directors, employees, agents, licensors, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your access to or use of the Service; (b) your User Content or Creator Content; (c) your violation of this Agreement, any applicable law, regulation, or the rights of any third party; (d) any dispute between you and any third party arising from your use of the Service; (e) your negligence or willful misconduct; or (f) any claim that your User Content or Creator Content infringes or misappropriates the intellectual property rights or other rights of any third party.

16.2 Indemnification Procedure. REPLR shall provide you with prompt written notice of any claim subject to indemnification, provided that failure to provide such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced thereby. REPLR reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify REPLR, and you agree to cooperate with REPLR's defense of such claims. You shall not settle any claim without the prior written consent of REPLR.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

17.2 Binding Arbitration. PLEASE READ THIS SUBSECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. You and REPLR agree that any dispute, controversy, or claim arising out of or relating to this Agreement or the Service, including the formation, interpretation, breach, performance, termination, enforceability, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, for claims under $250,000, the JAMS Streamlined Arbitration Rules and Procedures), as modified by this Agreement. The arbitration shall be conducted by a single arbitrator with expertise in technology and internet law. The arbitration shall be held in Wilmington, Delaware, unless the parties mutually agree to a different location or to conduct the arbitration remotely via videoconference. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

17.3 Class Action Waiver. YOU AND REPLR AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND REPLR AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION (OTHER THAN THE WAIVER ITSELF) SHALL BE NULL AND VOID.

17.4 Small Claims Exception. Notwithstanding the foregoing, either party may bring an individual action in small claims court in the courts of the State of Delaware (or, at the election of the claimant, in the small claims court of the claimant's county of residence), provided the claim falls within the jurisdictional limits of such court.

17.5 Injunctive Relief. Notwithstanding anything to the contrary in this Section 17, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party's intellectual property rights, confidential information, or other proprietary rights.

17.6 Opt-Out Right. You may opt out of the arbitration and class action waiver provisions set forth in Sections 17.2 and 17.3 by sending a written notice of your decision to opt out to legal@replr.ai within thirty (30) days of your initial acceptance of this Agreement. Your notice must include your name, mailing address, account username, and a clear statement that you wish to opt out of the arbitration and class action waiver provisions. If you opt out, all other provisions of this Agreement shall continue to apply. Opting out of arbitration will not affect any other rights or obligations under this Agreement.

17.7 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

18. DMCA AND COPYRIGHT

18.1 Respect for Intellectual Property. REPLR respects the intellectual property rights of others and expects Users to do the same. REPLR will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"), 17 U.S.C. § 512, and other applicable intellectual property laws.

18.2 DMCA Policy. Our complete DMCA and Copyright Policy, including procedures for submitting takedown notices and counter-notices, is set forth in our DMCA & Copyright Policy, which is incorporated herein by reference.

18.3 Repeat Infringers. In accordance with the DMCA and other applicable law, REPLR has adopted a policy of terminating, in appropriate circumstances, the accounts of Users who are deemed to be repeat infringers. REPLR may also, at its sole discretion, limit access to the Service or terminate the account of any User who infringes any intellectual property rights of others, whether or not there is any repeat infringement.

18.4 Designated Agent. REPLR's designated agent for receiving notifications of claimed copyright infringement can be reached at dmca@replr.ai. For full contact information and the required format of DMCA notices, please refer to our DMCA & Copyright Policy.

19. PRIVACY

19.1 Privacy Policy. Your use of the Service is subject to our Privacy Policy, which is incorporated herein by reference. The Privacy Policy explains how REPLR collects, uses, stores, shares, and protects your personal information, and describes your rights under applicable data protection laws, including the General Data Protection Regulation ("GDPR") (Regulation (EU) 2016/679), the California Consumer Privacy Act ("CCPA") (Cal. Civ. Code §§ 1798.100 et seq.), and other applicable privacy and data protection legislation.

19.2 Data Processing. By using the Service, you acknowledge and consent to the collection, processing, transfer, and storage of your personal information as described in the Privacy Policy, including the transfer of data to the United States and other jurisdictions where REPLR or its service providers maintain facilities. For enterprise and API customers, data processing is additionally governed by our Data Processing Agreement.

19.3 AI Training Data. You acknowledge that conversation data and interactions with the Service may be used by REPLR to improve AI models, develop new features, and enhance Service quality, subject to the terms of our Privacy Policy. Aggregated and de-identified data may be used for research, analytics, and model training purposes. You may opt out of certain data uses as described in the Privacy Policy.

20. MODIFICATIONS TO TERMS

20.1 Right to Modify. REPLR reserves the right to modify, amend, or update these Terms at any time in its sole discretion. When REPLR makes material changes to these Terms, we will provide at least thirty (30) days' advance notice by: (a) posting the updated Terms on the Service with a revised "Last updated" date; (b) sending a notification to the email address associated with your account; or (c) displaying a prominent notice within the Service. For non-material changes, REPLR may update these Terms without advance notice.

20.2 Acceptance of Modifications. Your continued access to or use of the Service after the effective date of any modifications to these Terms constitutes your binding acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service and, if applicable, cancel your Subscription before the effective date of the modifications.

20.3 Disputes Over Modified Terms. If you dispute any modification to these Terms, your sole and exclusive remedy is to discontinue your use of the Service. Your continued use of the Service after the effective date of the modification shall constitute a waiver of any objection to such modification.

21. GENERAL PROVISIONS

21.1 Entire Agreement. This Agreement, together with the Privacy Policy, Acceptable Use Policy, Creator Agreement, API Terms of Service, DMCA & Copyright Policy, Data Processing Agreement, and any other policies or agreements referenced herein, constitutes the entire agreement between you and REPLR with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

21.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall continue in full force and effect. If such modification is not possible, the invalid provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

21.3 Waiver. The failure of REPLR to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by an authorized representative of REPLR. No waiver shall be deemed a further or continuing waiver of such provision or any other provision.

21.4 Assignment. You may not assign, transfer, or delegate this Agreement or any of your rights or obligations hereunder, in whole or in part, whether voluntarily, by operation of law, or otherwise, without the prior written consent of REPLR. Any purported assignment, transfer, or delegation in violation of this Section shall be null and void. REPLR may freely assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

21.5 Force Majeure. REPLR shall not be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, labor disputes, power outages, telecommunications failures, internet disruptions, cyberattacks, government actions, regulatory changes, or third-party service provider failures (each, a "Force Majeure Event"). During the period of a Force Majeure Event, REPLR's obligations affected thereby shall be suspended, and REPLR shall use commercially reasonable efforts to resume performance as soon as practicable.

21.6 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by email with confirmation of receipt (provided that a copy is also sent by another method specified in this Section within three (3) business days); (c) one (1) business day after being sent by nationally recognized overnight courier; or (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid. Notices to REPLR shall be sent to the address set forth in Section 22. Notices to you shall be sent to the email address associated with your account or by posting a notice on the Service.

21.7 No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

21.8 Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between you and REPLR. Neither party has the authority to bind the other or to incur obligations on the other's behalf.

21.9 Headings. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

21.10 Electronic Communications. By using the Service, you consent to receiving electronic communications from REPLR, including emails, in-app notifications, and postings on the Service. You agree that all agreements, notices, disclosures, and other communications that REPLR provides to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. §§ 7001 et seq., and applicable state laws based on the Uniform Electronic Transactions Act ("UETA").

21.11 Export Compliance. You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations maintained by the Department of State. You represent that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.

21.12 California Users. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

22. CONTACT INFORMATION

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us at:

By using the REPLR Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.