Terms of Service

Last Updated: 3/14/2024

Welcome to Reposite, the all-in-one workspace built for travel professionals and suppliers. We are thrilled to have you use our Service, and we hope you enjoy everything we have to offer!

These Terms of Service (“Terms”) constitute an agreement between Reposite Inc. (“Reposite”, “we”, “us”, or “our”) and you, which term, as used herein, includes you personally and the company or organization which you represent (“User”, “Organization”, “you” “your”). These Terms apply to your use of services including any applicable free trials, any content, functionality and services offered on or via our website at www.reposite.io (collectively, the “Services”). By using or logging into the Services, you acknowledge that you have read, understood, and agree to be legally contracted by these Terms and to the terms set forth in our Privacy Policy. You represent and warrant that you are at least 18 years old and you have the authority to bind yourself and your Organization to the Terms set forth herein.

Should you have any questions please let us know at hello@reposite.io. We’ll be happy to listen to your suggestions and assist you further.

Your Account & Accessing the Service

To access the Services, you are required to create an account by providing your email address and specifying a password as part of our security procedures. When creating an account, Reposite gives you the option to sign up either as a Supplier (“Supplier”) or a Travel Professional (“Travel Professional”). Reposite reserves the right to deny access to the Services in our sole and complete discretion. In some cases, an administrator or Reposite representative may assign you to an account. By creating an account, you agree to provide truthful and accurate information about yourself. You are responsible for updating your account if your information changes.

You alone are responsible for the confidentiality of your account and for the activity that occurs on the account. We encourage you to keep your account password secure and confidential and use strong passwords that cannot be easily guessed. Do not share your account credentials with any third party. Notify a system administrator or a Reposite representative if you believe your account has been compromised. Reposite will not be liable for any loss resulting from your use of the Services, including any unauthorized use of your account. You agree to notify Reposite should you wish to deactivate your account.

Changes to the Services & Terms

We reserve the right to change, update, correct or enhance the Services at our sole and absolute discretion and without prior notice, including but not limited to the removal of functionality or features, or the cancellation or suspension of your access to the Services at any time for any reason. We also reserve the right to charge a fee for any of our features at any time. These Terms may be updated by Reposite with or without notice to you, so you should review the Terms periodically. YOU AGREE TO REGULARLY CHECK THE TERMS TO VIEW THE THEN - CURRENT TERMS OF SERVICE. We will notify you of any material changes to these Terms, and update the “Last Updated” date at the top of this page. If you don’t like any changes, you can stop using the Services at any time. Your continued use of the Services means that you accept such changes.

Content You Post

The Services will offer you the opportunity to post and upload text, images, files or other content (collectively referred to as, “Content”). You represent and warrant that you own all the rights to the Content you post, or have been granted permission to post Content by another rights holder.

By posting and uploading Content, you are granting irreversible, perpetual permission to Reposite administrators and affiliates to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use your Content to provide the Services. This license continues even if you stop using our Services. We reserve the right, in our sole and absolute discretion, to take down or remove Content.

Although we encourage you to send us information, suggestions or other forms of communication (Collectively, referred to as “Ideas”), those Ideas will not be confidential. We do not want, and you should not, send us any Content containing confidential information. Moreover, by submitting any Idea, we reserve the right to reproduce, use, disclose, and distribute such Ideas without any obligation to you.

Content Posted By Others

Keep in mind that we are not liable for, and do not endorse, Content posted by any other person. Therefore, we cannot be held responsible for any loss or damage resulting from your direct or indirect connection with any Content posted by another user.

Your Use of the Services

The Services and all materials contained therein, including, but not limited to software, text, graphics, copy, images, artwork, logos, trademarks, service marks, copyrights, photographs, and all copyrightable or otherwise legally protectable elements of the Services, including, without limitation, the design, selection, sequence, look and feel, and arrangement of the Services (collectively referred to as the “Reposite Content”) and all intellectual property rights related thereto, are the exclusive property of Reposite and its licensors.

The use of our Services does not give you ownership of any Reposite Content. Subject to the Terms herein, you acknowledge that your use of Reposite shall be considered a non-exclusive, limited, non-transferable, freely revocable right to access the Services only and as permitted by the features of the Services. Reposite reserves all rights not expressly granted herein in the Services and the Reposite Content.

The Services may contain features that operate in conjunction with certain third party websites (“External Sites”). These External Sites are provided for your own benefit and the Content therein should not be considered a representation of Reposite nor an endorsement by us of such Content. You are responsible for complying with any applicable terms and conditions in the use of these External Sites. In accessing these External Sites, we assume no responsibility and you are acknowledging that you do so at your own risk.

If you send communications to us through the Services, you are communicating with us electronically and consenting to receive, electronically, any communication related to your use of the Services. In doing so, you are acknowledging that all agreements, notices, disclosures and other means of communication provided to you electronically appease any legal requirement that such communications be in writing. Any and all notices we send to the email address you provide to us will be considered delivered and effective immediately. When submitting Content, creating an account or providing us with your email address, postal address or phone number, you are agreeing to be contacted by a Reposite administrator at the address or number provided.

Your use of Services may involve the transmission to us of certain personally-identifiable information. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and to have your personally identifiable information collected, used, transferred to and processed in the United States.

We are constantly working to improve Reposite, and can’t guarantee that the Services will be functional at all times. We reserve the right to suspend certain functionality in favor of maintenance, repair or reasons beyond our control. In the event of unforeseen circumstances, we are not to be held liable if for any reason all or any part of the Services is unavailable to you.

Community Guidelines

The following guidelines have been created with you in mind and for the betterment of our Reposite community. You represent and warrant that your use of the Services shall comply with all applicable laws and regulations, that you shall use the Services as intended per the Terms and shall not:

  1. Exploit the Services for any unlawful purposes or in any way that infringes on anyone’s rights;

  2. Attempt to compromise the integrity of the Services, including without limitation, causing a breach of security or rendering Services unavailable;

  3. Access a server or account without proper authorization;

  4. Reverse engineer, de-compile, disassemble or otherwise attempt to discover Reposite’s source code or underlying ideas;

  5. Use the Services to lease, distribute, license, sell or otherwise engage in any form of commercial solicitation;

  6. Exploit and or leverage your access to the Services for the benefit of a third party;

  7. Engage in any activity that imposes, or may impose at our sole determination an inordinate amount of substance on our infrastructure; 

  8. Copy, distribute, or disclose any part of the Services to a third party, including without limitation use of “scraping” techniques or technology;

  9. Modify, translate, or create derivative works based on Reposite or any element of the Services; 

  10. Transmit spam, chain letters, or other unsolicited email;

  11. Impersonate another person, attempt to hide your identity, or otherwise misrepresent your affiliation with a person or entity;

  12. Access or use the Services for the purpose of collecting any market research for a third party affiliate or for a competitive product or service;

  13. Create any link to Reposite or frame or mirror any content contained or accessible from the Services without Reposite’s explicit permission;

  14. Upload, post, e-mail, transmit, or otherwise make available any content that:

    1. transmits viruses, invalid data or other malware to the Services;

    2. infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or

    3. is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity).

Connections between Travel Professionals & Suppliers

If you have a Travel Professional account on Reposite, You hereby agree that: 

  • You will initiate any initial interaction with any new Supplier partners exclusively through the Services. Further communication may take place outside of our Services only after a Quote Request is sent out by the Travel Professional and accepted by the Supplier.

  • You will promptly inform us if you make a payment to a Supplier that you identified through Reposite, and also provide us with a copy of the paid invoice. If there is no written invoice or if other details are needed by Reposite in its sole discretion to verify transaction amount, then you must provide us the details of the payment as requested by us.

  • You will not attempt to circumvent our Services by independently attempting to communicate, engage, or make payment to any Supplier through alternative means after discovering such Suppliers through our Services.

If you have a Supplier account on Reposite, You hereby agree that:

  • You will promptly inform us upon receipt of an accepted quote or reservation made by a Travel Professional 

  • You will not attempt to circumvent our Services by independently attempting to communicate with or receive payment from a Travel Professional through alternative means after discovering such Travel Professional through our Services, unless the Reposite payment platform is not supported in your country or you receive explicit written permission from a member of the Reposite team.

Fees

If the Services or any portion thereof is made available to you for a fee, or you are involved in a transaction initiated by a Reposite User via the Services, you will be required to provide payment information, such as your credit card or other payment instrument to Reposite. By providing this information, You represent and warrant that such information is true and that you are authorized to use the indicated payment method. If you dispute any charges, you agree to let Reposite know within thirty (30) days after the date that Reposite charges you. 

We reserve the right to change Reposite’s prices at any time. If Reposite does change prices, Reposite will provide written notice of the change on the Site or in an email to the email address associated with Your Reposite account at least 30 days before the change takes effect. Your continued use of the Service after the effective date of the price change constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Reposite’s net income.

  • Subscription Fees.
    If your account is registered for the Services via a subscription plan, you acknowledge and agree that Reposite is authorized to charge your payment method on file in accordance with the terms of your subscription plan for as long as your subscription continues. All Reposite subscriptions are continuous until the End Date of your Subscription Agreement, or until Reposite suspends or otherwise stops providing access to the site and/or Services in accordance with these terms. If any information associated with your billing account changes, You agree to promptly update your account information (i.e. billing address changes or credit card number). If the payment method on file fails, Reposite will attempt to contact you and will attempt to re-process the transaction until successful. If (a) any subscription invoice is more than sixty (60) days delinquent; or (b) any subscription payment is disputed or returned by Partner, then the Total Fees due under this Agreement shall become due and payable immediately. Subscription Services remain active until the End Date listed in your Subscription Agreement. Reposite does not offer refunds for the Services.

  • Transaction Fees
    As a Reposite User, you have the ability to initiate transactions through the Services. If you choose to utilize this feature, you agree to pay Reposite a percentage of each initiated transaction, as indicated on screen at the time of payment. If you dispute any charges that you receive from another Reposite User via the Services, you must contact that Reposite User directly. If you agree to refund any transaction via the Services, you are responsible for and will pay Reposite (and Reposite may retain) any transaction costs associated with such refund.

  • Circumvention Transaction Fees
    If we determine that a User has circumvented our Site and/or Services after discovering a Supplier or Travel Professional Partner (“Partner”) through our Site or Service and subsequently received payment from that Partner, we will promptly notify such User of such circumvention and provide User with thirty (30) days to provide us with reasonable documentation identifying that such Partner was known to User and had received payment from User prior to contacting such Partner through our Site or Service. In the event User is unable to provide us with such documentation, we will invoice User for, and the User will pay, a Circumvention Transaction Fee equal to 15% of the total transaction value, as applicable and Reposite may, in its sole discretion, terminate the User’s account.

Chargebacks

If you have received payment from another party (“Payor”)  through the Reposite Platform for goods or services (“Payee”), the transaction amount may be reversed, or charged-back to Payee’s payment account (a “Chargeback”) for the following reasons:
if the transaction is 

  • disputed by the Payor;

  • reversed for any reason;

  • was not authorized (or Reposite has reason to believe that the transaction was not authorized); or

  • is allegedly unlawful, suspicious, or in violation of the terms of these Terms of Service. 

Payee agrees to immediately pay Reposite the amount of any Chargeback, a penalty fee of $25, and any associated fees, fines, or penalties assessed by any third party as a result of the Chargeback. Reposite will refund the penalty fee if the Chargeback is disputed and subsequently resolved in your favor.

Authorization to Charge Payment Methods on File

As the Payee, you authorize Reposite to charge any payment method we have on file for you in the amount of:

  • any Chargeback; 

  • any amount you owe Reposite; 

  • any Losses (as defined below) we may incur relating to your transactions, your use of the Services, or your business; any obligations you owe us, including under these Terms of Service or any other agreement we have with you; or 

  • to fund a reserve fund (See Reserve section below) if applicable. 

To facilitate these charges, you expressly authorize us to initiate individual or recurring debit entries to any bank account or credit / debit card account that we have on file for you. 

If any debit entry or charge is rejected, you agree to promptly pay the amount due and authorize us to initiate other debit entries and charges at any time and from time to time in any amount up to the amount due until the amount outstanding is fully satisfied. We are not responsible for any fees that you may incur from our charges, (including, but not limited to overdraft and overlimit fees). Payment methods we have on file for you include payment methods you identify to us and payment methods we identify on our own. For purposes of this and the next section, “Losses” include Chargebacks, refunds, returns, shortfalls, adjustments, settlements, losses, liabilities, damages, fines, penalties, fees, costs and expenses.

Reserve

In some cases, and at Reposite’s complete and absolute discretion, Reposite may require you to hold a designated amount of funds that you must maintain in a reserve fund held by us (“Reserve”) to pay any actual or potential Losses we believe we may incur related to your transactions, your use of the Services, your business, or to secure the performance of your obligations under any agreement between you and us, including these Terms of Service. If a Reserve fund is required for your account, you will be notified and will have the opportunity to enter into a separate agreement with Reposite outlining the terms of the Reserve. 

Copyright Infringement 

Reposite respects the intellectual property rights of others and will always strive to comply with all relevant laws. It is our responsibility to review all claims of copyright infringement and act accordingly in compliance with any such laws. Please let us know if you are a copyright holder who believes our Services, including but not limited to any Content distributed therein, are infringing copies of your work. In accordance with The Digital Millennium Copyright Act, a notice of alleged copyright infringement should be sent to the designated copyright agent: 

Reposite Inc.

Attn: Copyright Agent

420 Lexington Avenue, Suite 1402

New York, NY 10170

Any notice of claimed copyright infringement should include the following: (a) Specific identification of the claimed copyrighted work that has been infringed and a description of where the material can be located; (b) an authorized copy of the copyrighted work or provided location of the original; (c) your address, telephone number and e-mail address; (d) a statement by you that you have a good faith belief that the work(s) in question is not authorized by the copyright owner, its agent or the law; (e) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) a physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of the copyright that is allegedly infringed.

Warranties & Disclaimers

THE SERVICES AND CONTENT PROVIDED THROUGH REPOSITE ARE “AS IS” AND “AS AVAILABLE”. NEITHER REPOSITE NOR ANY OF ITS THIRD PARTY AFFILIATES MAKE CLAIM TO ANY SPECIFIC PROMISES PERTAINING TO THE AFOREMENTIONED SERVICES AND CONTENT THEREIN. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE ACCURACY, RELIABILITY OR FUNCTIONALITY; WE DON’T WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; NOR DO WE CLAIM THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY REPOSITE CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE APPLICATION OF SERVICES IS DOWNLOADED AT YOUR OWN RISK. YOU WILL BE SOLELY LIABLE FOR ANY AND ALL DAMAGE RESULTING FROM THE USE OF SERVICES OR RELATED DOWNLOADS.

YOUR USE OF THE SERVICES IS AT YOUR SOLE DISCRETION. IN ACCORDANCE WITH THE FULLEST EXTENT OF APPLICABLE LAW, WE EXCLUDE ALL WARRANTIES OF ANY KIND. WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

Indemnification 

You will defend and hold Reposite and its affiliates, employees, officers, directors, agents, successors and assigns (“Reposite Parties”), harmless at your own expense, against any and all third party liability (including losses, damages, demands, claims (including taxes), costs, payments and expenses (including any and all reasonable legal fees, reasonable costs of investigation, discovery, litigation and settlement, interest and any judgments, fines and penalties)), directly or indirectly arising from or in connection with: (i) Your Content; (ii) your violation of any third party rights (including third party intellectual property rights or privacy rights); and (iii) your use of the Services in any way contrary to the Terms.

Reposite will defend and hold you and your employees, officers, directors, agents, successors and assigns, harmless at our own expense, against any and all third party liability (including losses, damages, demands, claims (including taxes), costs, payments and expenses (including any and all reasonable legal fees, reasonable costs of investigation, discovery, litigation and settlement, interest and any judgments, fines and penalties)), directly or indirectly arising from or in connection with any third party claims that the Services infringe or misappropriate the intellectual property rights of a third party.

The party to be indemnified (“Indemnified Party”) will give the indemnifying party (“Indemnifying Party”) prompt notice of any claim and will cooperate with the Indemnifying Party in defending or settling the claim. Each applicable Indemnified Party will have the right to participate in the defense of any such claim at its own expense, and such participation by such Indemnified Party will not relieve the Indemnifying Party of its indemnification obligations.

Limitation of Liability

YOU AGREE THAT REPOSITE SHALL IN NO EVENT, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR CAUSED BY USE OF OR INABILITY TO USE THE SERVICES, EVEN IF REPOSITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.

IN NO EVENT SHALL REPOSITE’S LIABILITY TO YOU, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES ACTUALLY PAID BY YOU TO REPOSITE FOR SUCH SERVICES IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF WHICH SUCH CLAIM ARISES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM UNDER THESE TERMS MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ARISES. YOU AGREE THAT THE AFOREMENTIONED TERMS ARE AN AGREED DISTRIBUTION OF RISK AND REFLECT THE RESPONSIBILITY AND LIABILITY AGREED UPON BY YOU AND REPOSITE IN THESE TERMS.

Miscellaneous

  • These Terms will incur to the benefit of our successors, assigns and any licensees, and sublicensees, if applicable. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Reposite without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

  • You agree that we are not responsible to you for anything that we may otherwise be responsible for, that may be caused by reasons beyond our reasonable control including, but not limited to, acts of God, earthquakes, war, insurrection, riots, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, or failure or shortage of infrastructure.

  • These Terms are governed by and construed in accordance with the laws of New York, without regard to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms and or your use of the Services resides in the courts located in New York, New York and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action.

  • If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. All provisions that logically ought to survive termination of these Terms shall survive.

  • The section headings in these Terms are provided merely for convenience and shall not be given any legal import.

Entire Agreement & Severability

These Terms, together with any amendments and any additional agreements you may enter into with Reposite in connection with the Services, shall constitute the entire agreement between you and Reposite concerning the Services.