Reposite Planner Revenue Share Incentive Program

Terms and Conditions of Use

Last updated 1/1/23

These Terms and Conditions of Use ("Terms") are an agreement between Reposite Inc. ("Reposite") and You, and apply to the Reposite Planner Revenue Share Incentive Program (the "Program") described in these Terms. By participating in the Program, You agree to be bound by these Terms, including any modifications and/or updates made by Reposite from time to time and posted on any applicable website, as they relate to the Program. If You do not agree to these Terms or any updates, do not participate in the Program. "You" and "Your" means You, Your company, Your employees, Your subsidiaries, Your affiliates, and Your agents whom You have enrolled as "users" of the Program, all of which agree to be bound by these Terms, any applicable additional terms, updates, policies, and any other terms and guidelines found throughout the Program.

1. THE PROGRAM AND REFERRAL ACTIVITIES. The Program is designed to enable Reposite users to refer potential clients to Reposite and receive revenue share rewards for successful referrals. To participate in the Program, You must be an active user of Reposite. Once a referral becomes a paying Reposite subscriber, You will be eligible to receive a revenue share of their subscription payments for up to 12 months following the referral.

2. PAYMENTS AND REVENUE SHARE. Checks are sent 45 days after the end of the quarter in which your referral becomes a paying Reposite subscriber. For example, if your referral starts their subscription in February, you will be paid between March 31 - April 30.

Your revenue share will be calculated based on the number of successful referrals during a 12-month period as follows:

- 5% for 1 to 5 Referrals

- 10% for 6 to 10 Referrals

- 15% for 11 or more Referrals

3. REFERRAL ELIGIBILITY. To qualify as a referral under the Program, the referred client must become a paying Reposite subscriber during your active referral period. You will only be eligible to receive revenue share rewards for new clients who sign up directly as a result of your referral.

4. OWNERSHIP/LICENSE. (a) You acknowledge that all rights, title, and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the Program and the related logos, names, etc. are reserved. The Program, and related software and systems, is the licensed and/or owned property of Reposite and/or its licensors and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws.

(b) You agree that You will not use Reposite's name, trademarks, service marks, trade devices, logos, or any other proprietary materials in any manner that might express or imply Reposite's affiliation, sponsorship, endorsement, or approval of You or Your services.

(c) Disclaimer of Warranties. REPOSITE MAKES NO WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE, OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, FOR ANY PURPOSE. ALL OF THE FOREGOING ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

5. CONFIDENTIALITY. You and Reposite will treat all information provided to each other as confidential with the same degree of care and confidentiality that each provides for its own confidential information.

6. TERMINATION. These Terms shall apply to Your participation in the Program for as long as You are an active user of Reposite Planner and are enrolled in the Program. Reposite may terminate these Terms at any time for any reason or no reason upon providing You thirty (30) days prior notice at which time Your participation in the Program shall terminate. Upon termination, all obligations under these Terms shall survive with respect to any referrals made and any revenue share payments due and owing prior to the effective date of termination.

7. USE OF THE PROGRAM/COMPLIANCE WITH LAWS. You will use the Program as described in these Terms and in accordance with the instructions and reasonable policies established by Reposite from time to time. By participating in the Program, You are agreeing to any online terms or service agreements and any applicable Privacy Policies as may be updated from time-to-time with or without notice to You, posted on any Program websites.

8. ACCOUNT SECURITY AND PASSWORDS. In order to participate in the Program, You will be required to provide proper authentication. You are responsible for safeguarding the confidentiality of Your account information and agree to take any and all actions necessary to maintain the privacy of Your account details.

9. DISCLAIMER OF WARRANTIES/LIMITATION OF DAMAGES. NEITHER REPOSITE NOR ITS LICENSORS OR VENDORS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE, OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, FOR ANY PURPOSE. ALL OF THE FOREGOING ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. REPOSITE AND ITS LICENSORS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE, OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

REPOSITE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES ARISING FROM YOUR USE OF THE PROGRAM, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. GENERAL. Except as otherwise expressly set forth herein, these Terms and any updates supersede any prior agreements or terms of service on the same subject matter and will govern Your participation in the Program. These Terms may be modified or updated by Reposite from time to time at any time, and You are responsible for any updates posted on the Program website or sent or otherwise communicated to You by Reposite. The failure of You or Reposite at any time to enforce any right or remedy available to it under these Terms with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. These Terms are governed by the laws of the State of [Your state] without giving effect to its conflict of law provisions.

By participating in the Program, You acknowledge that You have read and agree to these Terms.