PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT" OR "TERMS") CAREFULLY. BY CREATING AN ACCOUNT, ACTIVATING A SUBSCRIPTION, OR OTHERWISE ACCESSING OR USING THE REPEN PLATFORM, YOU ("CUSTOMER") AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICE.

If Customer is a legal entity, the individual accepting these Terms represents and warrants that they have authority to bind that entity. This Agreement is between Repen, Inc. ("Repen", "we", "us", "our") and Customer.

1.1  Definitions

"Agreement" means these Terms of Service together with any Order Form, the Privacy Policy, the Acceptable Use Policy, the Data Processing Agreement, and any other documents expressly incorporated by reference.

"Authorized Users" means Customer's employees and contractors who are permitted to access the Platform under Customer's subscription.

"Customer Data" means all data, including Personal Data, submitted to or generated through the Platform by or on behalf of Customer.

"Documentation" means any user guides, help center articles, and technical specifications made available by Repen.

"Order Form" means any written or online ordering document specifying the subscription plan, fees, and any special terms, which is incorporated into this Agreement.

"Platform" means Repen's AI-powered voice automation software-as-a-service, including all features, APIs, and infrastructure, accessible at repen.co and related subdomains.

"Subscription Term" means the period during which Customer is subscribed to the Platform, commencing on the date of account activation.

1.2  Platform Access and License

Subject to Customer's compliance with this Agreement and timely payment of all fees, Repen grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable license during the Subscription Term to access and use the Platform solely for Customer's internal business purposes and in accordance with the Documentation and the Acceptable Use Policy.

This license does not include the right to: (a) sublicense, resell, or otherwise make the Platform available to third parties; (b) copy, modify, or create derivative works of the Platform or its underlying software; (c) reverse engineer, decompile, or disassemble any component of the Platform; (d) access the Platform for competitive benchmarking or to build a competing product; or (e) remove or alter any proprietary notices or labels.

1.3  Accounts and Authorized Users

Customer must provide accurate, current, and complete information when registering and must maintain such information throughout the Subscription Term. Customer is responsible for: (a) maintaining the confidentiality of all account credentials; (b) all activities occurring under Customer's account, whether or not authorized; and (c) ensuring that all Authorized Users comply with this Agreement.

Customer must notify Repen immediately at legal@repen.co upon discovering any unauthorized account access. Repen is not liable for losses resulting from Customer's failure to safeguard credentials. Accounts are non-transferable and may not be shared with parties outside Customer's organization.

1.4  Subscriptions, Fees, and Payment

Subscription Plans

Repen offers the following monthly subscription tiers, as specified in the applicable Order Form:

•       Starter — $297/month: 1 AI agent slot

•       Growth — $497/month: 3 AI agent slots

•       Agency — $997/month: 10 AI agent slots

Subscription fees are billed in advance on a monthly basis. Plans and pricing are subject to change with thirty (30) days' prior written notice; continued use after the notice period constitutes acceptance.

Usage Fees

In addition to the subscription fee, Customer will be charged $0.20 per minute of AI agent call time ("Usage Fees"). Usage Fees are metered in real time and invoiced at the end of each billing cycle. Repen reserves the right to adjust the per-minute rate with thirty (30) days' notice.

Invoicing and Payment

All fees are payable in U.S. dollars and are non-refundable except as expressly provided in the Refund and Cancellation Policy (Section 6). By providing a payment method, Customer authorizes Repen to charge all fees when due. Customer is responsible for keeping payment information current. Fees do not include applicable taxes; Customer is responsible for all taxes associated with its purchases, excluding taxes on Repen's income.

Late Payment

If any invoice is not paid within ten (10) days of the due date, Repen may: (a) assess interest at the lesser of 1.5% per month or the maximum rate permitted by law; and (b) suspend Customer's access to the Platform until the overdue balance is paid in full. Suspension for non-payment does not relieve Customer of payment obligations.

1.5  Free Trials

If Repen offers a free trial, the trial duration and any restrictions will be communicated at sign-up. At the end of the trial, Customer's account will automatically convert to a paid subscription using the payment method on file unless Customer cancels before the trial period expires. Repen may terminate a free trial at any time and for any reason without notice.

1.6  Customer Obligations and Warranties

Customer represents, warrants, and covenants that:

1.     Customer has the legal right and authority to upload Customer Data and to use it in connection with the Platform, including all lead data, contact information, and call scripts;

2.     Customer will obtain and maintain all consents, licenses, and permissions required by applicable law — including without limitation the Telephone Consumer Protection Act (47 U.S.C. § 227) and its implementing regulations — prior to initiating any call through the Platform;

3.     Customer will use the Platform only in compliance with this Agreement, the Acceptable Use Policy, and all applicable federal, state, and local laws and regulations;

4.     Customer's use of the Platform will not infringe the intellectual property rights, privacy rights, or other legal rights of any third party;

5.     Customer will promptly notify Repen if it becomes aware of any unauthorized use of the Platform or any security incident that may affect the Platform or Repen's systems.

1.7  Intellectual Property

As between the parties, Repen retains all rights, title, and interest in and to the Platform, including all software, algorithms, models, trademarks, trade secrets, and other proprietary content. Customer does not acquire any ownership interest in the Platform under this Agreement. Customer Data remains the property of Customer; Customer grants Repen a limited, non-exclusive license to access and use Customer Data solely to provide the Platform and as described in the Privacy Policy and DPA.

If Customer provides feedback, suggestions, or ideas regarding the Platform ("Feedback"), Customer assigns to Repen all rights in such Feedback, and Repen may use it without restriction or compensation.

1.8  Confidentiality

Each party ("Receiving Party") agrees to keep confidential the other party's ("Disclosing Party's") non-public, proprietary information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). The Receiving Party will use Confidential Information only to perform its obligations or exercise its rights under this Agreement and will protect it with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without reference to the Disclosing Party's information; or (d) is required to be disclosed by applicable law or court order, provided the Receiving Party gives the Disclosing Party prompt prior written notice where legally permissible.

1.9  Warranties and Disclaimers

Repen warrants that the Platform will perform materially in accordance with the Documentation during the Subscription Term. Repen's sole obligation for breach of this warranty is to use commercially reasonable efforts to correct the non-conforming functionality. This warranty does not apply to failures caused by Customer's misuse, unauthorized modifications, third-party services, or factors outside Repen's reasonable control.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REPEN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. REPEN DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION OBTAINED FROM REPEN WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

1.10  Limitation of Liability

MUTUAL CAP ON AGGREGATE LIABILITY. EXCEPT AS PROVIDED BELOW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO REPEN IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Carve-Outs (Uncapped Liability)

The limitations in this Section 1.10 do not apply to: (a) Customer's indemnification obligations under Section 1.11; (b) either party's liability for fraud, gross negligence, or willful misconduct; (c) Repen's liability for death or personal injury caused by its negligence; or (d) any liability that cannot be limited under applicable law.

ℹ  Data Breach Super-Cap: Repen's liability for a confirmed breach of security resulting in unauthorized disclosure of Customer Data shall not exceed two (2) times the fees paid by Customer in the twelve months prior to the event giving rise to the claim.

1.11  Indemnification

Customer Indemnification

Customer will defend, indemnify, and hold harmless Repen and its officers, directors, employees, contractors, and agents ("Repen Indemnitees") from and against any third-party claims, suits, proceedings, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's use of the Platform in breach of this Agreement or applicable law; (b) Customer's Customer Data, including any calls placed through the Platform; (c) Customer's violation of any applicable telemarketing law, including the TCPA; (d) Customer's violation of any third party's intellectual property, privacy, or publicity rights; or (e) Customer's fraud or willful misconduct. Customer's obligation under this Section is not subject to the liability cap in Section 1.10.

Repen Indemnification

Repen will defend, indemnify, and hold harmless Customer from and against third-party claims alleging that the Platform, as delivered and used in accordance with this Agreement, infringes any United States patent, copyright, trademark, or trade secret. This obligation does not apply if the alleged infringement results from: (a) modifications to the Platform made by or for Customer; (b) combination of the Platform with third-party products or services not provided by Repen; (c) Customer's continued use after Repen has provided a non-infringing alternative; or (d) Customer's violation of this Agreement.

1.12  Term and Termination

This Agreement commences on the date Customer creates an account and continues until the end of the Subscription Term, unless earlier terminated as provided herein. Subscriptions auto-renew monthly unless cancelled in accordance with Section 6.

Either party may terminate this Agreement if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days of written notice specifying the breach in reasonable detail. Repen may suspend or terminate Customer's access immediately, without notice or liability, if: (a) Customer fails to pay any amount due and such failure continues for ten (10) days; (b) Customer violates the Acceptable Use Policy; (c) Customer violates any applicable telemarketing or data protection law using the Platform; or (d) Repen determines, in its sole discretion, that continued provision of the Service poses a legal, reputational, or technical risk to Repen or its other customers.

Upon termination: (a) all licenses granted to Customer terminate; (b) Customer must cease all use of the Platform; (c) each party will return or destroy the other's Confidential Information upon written request; and (d) Repen will retain Customer Data for ninety (90) days post-termination (during which Customer may export its data), after which Repen may delete Customer Data. Provisions that by their nature should survive termination will survive, including Sections 1.7, 1.8, 1.9, 1.10, 1.11, and 1.14.

1.13  Modifications to the Platform

Repen reserves the right to modify, enhance, or discontinue any feature of the Platform at any time. Repen will use commercially reasonable efforts to notify Customer in advance of material changes that reduce functionality. Repen's modification of the Platform does not constitute a material breach of this Agreement, provided the Platform continues to substantially fulfill the purpose for which Customer subscribed.

1.14  Governing Law and Dispute Resolution

Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Informal Resolution

Before initiating formal proceedings, the parties will attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days following written notice identifying the dispute in reasonable detail.

Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement — including its formation, interpretation, breach, or termination — will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with a single arbitrator and proceedings conducted in the English language in Alachua County, Florida. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. Either party may seek emergency injunctive relief in any court pending arbitration.

Class Action Waiver

THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY WILL PURSUE OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF THIS WAIVER IS FOUND UNENFORCEABLE, THE ARBITRATION CLAUSE IS NULL AND VOID AND ANY CLAIM MUST BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN ALACHUA COUNTY, FLORIDA.

1.15  General Provisions

Entire Agreement. This Agreement, together with any Order Forms, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior oral and written agreements.

Amendments. Repen may update these Terms upon thirty (30) days' notice by email or in-platform notification. Continued use after the effective date constitutes acceptance. Amendments to Order Forms require mutual written agreement.

Assignment. Customer may not assign this Agreement or any rights hereunder without Repen's prior written consent. Repen may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section is void.

Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver. No waiver of any breach constitutes a waiver of any subsequent breach. Waivers must be in writing to be effective.

Force Majeure. Neither party is liable for delays or failures in performance resulting from causes outside its reasonable control, including natural disasters, government actions, pandemics, telecommunications failures, or third-party service outages, provided the affected party promptly notifies the other party.

Notices. Legal notices to Repen must be sent to legal@repen.co. Notices to Customer will be sent to the email on file or delivered via in-platform notification.

No Third-Party Beneficiaries. This Agreement confers no rights on any third party.

Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.