Terms of service

Background

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‍Last Updated: September 8, 2026
rePurpose Global Inc. (“rePurpose”) provides a software platform and other services that help businesses manage and advance their packaging sustainability goals.

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‍BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE OR BY EXECUTING AN ORDER FORM OR STATEMENT OF WORK THAT REFERENCES THIS AGREEMENT (THE “STATEMENT OF WORK”, AND TOGETHER WITH THESE TERMS OF SERVICE, THIS “AGREEMENT”), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT RECEIVE THE BENEFITS OF THE SERVICES (AS DEFINED BELOW).

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‍These Terms of Service, by and between rePurpose and Customer, is effective as of the date set forth in the Statement of Work or the date on which Customer clicks a box accepting this Agreement (the “Effective Date”), and governs Customer’s receipt of the Services.

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rePurpose reserves the right to change or modify portions of this Agreement at any time. If rePurpose does so, it will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. rePurpose will also notify Customer, either through an email notification or through other reasonable means. Any such changes will become effective upon Customer’s acceptance of the same (which acceptance may be granted by clicking a box indicating acceptance of the new Agreement or by delivery of an email notification of such changes to Customer’s email address set forth in the Statement of Work or otherwise associated with Customer’s account without an objection to such changes issued by Customer to rePurpose in writing within ten (10) Business Days of such delivery).

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DEFINITIONS AND CONSTRUCTION
1. "Affiliate” means any Person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term “control” (including the terms “ controlled by” and “ under common control with”) means fifty percent (50%) of the ownership in or the possession , directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
2. “Business Day” means any day on which commercial banks in New York, New York are operational for transactions to take place.
3. “Calendar Day” means any day including Saturday, Sunday, or a Federal Holiday.
4. “Customer” has the meaning given to it in the ‘Background’ set out above.
5. “Defaulting Party” means the Party in relation to whom an Event of Default has occurred. Consequently, “Non-Defaulting Party” means the Party other than the Defaulting Party.
6. “Gross Negligence” means acts or omissions seriously departing from the standard of care which would be expected of a reasonable prudent operator performing tasks of the kind covered by this Agreement, taking into account the degree of lack of care, the seriousness of the loss or damage reasonably foreseeable as a result of the relevant act or omission.
7. “Insolvency Event” means in respect of a Person, where that Person:
  1. is dissolved (other than pursuant to a consolidation, amalgamation or merger);
  2. becomes insolvent or is unable to pay its debts generally as they fall due, fails generally to pay, or admits in writing its inability generally to pay its debts as they become due;
  3. makes a general assignment, arrangement, composition or other arrangement with or for the benefit of its creditors;
  4. institutes or has instituted against it a proceeding seeking a judgment or insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, that proceeding or petition (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding up or liquidation or (ii) is not withdrawn, dismissed, discharged, stayed or restrained in each case within 30 Calendar Days of the institution or presentation of that proceeding or petition;
  5. has a resolution passed for its winding-up, administration or liquidation (other than pursuant to a consolidation, amalgamation or merger);
  6. seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;
  7. has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and that secured party maintains possession, or that process is not withdrawn, dismissed, discharged, stayed or restrained, in each case within 15 Calendar Days of that event; or
  8. causes or is subject to any of the equivalent of the events specified in paragraphs (a) to (g) under another applicable law.
8. ‍“Intellectual Property” means trademarks, service marks, trade names, trade dress, domain names, logos, rights in get-up, patents, rights to inventions, registered and unregistered design rights, copyrights and related rights, database rights, corporate names, together with all goodwill associated therewith, rights to sue for passing off, rights in Confidential Information (as defined below), know-how and trade secrets, derivative works and all other similar rights in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations.
9. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
1. “Intellectual Property” means trademarks, service marks, trade names, trade dress, domain names, logos, rights in get-up, patents, rights to inventions, registered and unregistered design rights, copyrights and related rights, database rights, corporate names, together with all goodwill associated therewith, rights to sue for passing off, rights in Confidential Information (as defined below), know-how and trade secrets, derivative works and all other similar rights in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations.
2. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
3. CONSTRUCTION. In this Agreement, words shall be interpreted in accordance with the following:
  1. headings are for convenience only, do not form part of the operative provisions of this Agreement and are not to be taken into consideration in its interpretation;
  2. a reference to any entity (including a Party) includes a reference to that entity’s successors and permitted assigns, including any entity taking by way of novation;
  3. a reference to any document (including this Agreement) is a reference to that document as may be varied, novated, ratified or replaced from time to time; and
  4. a reference to any applicable laws includes all protocols, rules, modalities, guidelines, procedures, ordinances, bylaws, regulations, rules and statutory instruments (however described) issued under it and all interpretations by any court or competent body.

SERVICES PROVIDED: Subject to the terms and conditions of this Agreement, rePurpose shall provide the services (collectively referred to as “Services”) and access to a platform (the “Platform”), if applicable, set out in one or more Statements of Work. Each Statement of Work shall be deemed issued and accepted only if signed by the rePurpose Contract Manager and the Customer Contract Manager, appointed pursuant to Section 3(i) and Section 4(i), respectively. If set forth in the applicable Statement of Work, rePurpose will make the Platform available to Customer via the Internet pursuant to this Agreement during the subscription period defined in the Statement of Work (the “Subscription Period”). Subject to the terms and conditions of this Agreement, rePurpose hereby grants Customer a limited, non-exclusive, nontransferable, non-sublicensable right to access and use the Platform during the Subscription Period solely for Customer’s internal business purposes.
REPURPOSE OBLIGATIONS: If applicable for the Services provided for the Customer, rePurpose shall designate employees or contractors that it determines, in its sole discretion, to be capable of filling the following positions:
1. A primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the "rePurpose Contract Manager").
2. A number of employees or contractors that it deems sufficient to perform the Services set out in each Statement of Work, (collectively, with the rePurpose Contract Manager, "rePurpose Representatives").
3. rePurpose will implement and maintain reasonable administrative, physical and technical safeguards which attempt to prevent any collection, use or disclosure of, or access to Customer Data (as defined below) that this Agreement does not expressly authorize, including, without limitation, an information security program that meets commercially reasonable industry practice to safeguard Customer Data. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by rePurpose or by third-party providers, or because of other causes beyond rePurpose’s reasonable control, but rePurpose will use reasonable efforts to provide seventy-two (72) hours advance notice in writing or by email of any scheduled service disruption within rePurpose’s control. Within five (5) Business Days after becoming aware of any unauthorized access to, acquisition of, or disclosure of Customer Data, rePurpose shall notify Customer and shall reasonably cooperate with Customer in investigating, containing, remediating, and responding to such incident.
4. Except as otherwise specified in an applicable Statement of Work, rePurpose shall have the right to use third-party contractors (a “Subcontractor”) to provide all or part of the Services. rePurpose shall in all cases retain responsibility for the provision of the Services as provided in this Agreement and any Statement of Work, whether provided by rePurpose or any Subcontractor.
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CUSTOMER OBLIGATIONS. Customer understands that rePurpose’s performance of the Services is dependent in part on Customer’s actions. Accordingly, Customer will provide rePurpose with the necessary data, items and assistance specified in the applicable Statement of Work in a timely manner. Any dates or time periods relevant to performance by rePurpose hereunder shall be appropriately and equitably extended to account for any delays or changes in assumptions due to Customer. If a Customer delay or change would materially change the economics of rePurpose’s performance or materially extends the time for performance, rePurpose may terminate the applicable Statement of Work upon thirty (30) days’ written notice, unless within the notice period the parties agree on mutually acceptable changes to this Agreement or the applicable Statement of Work. In addition, the Customer shall:
1. Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the "Customer Contract Manager"), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed and communicated to rePurpose.
2. Require that the Customer Contract Manager respond promptly to any reasonable requests from rePurpose for instructions, information, or approvals required by rePurpose to provide the Services.
3. Ensure that all the data provided is true to the best of their knowledge and ability and any ambiguity or assumptions are expressly called out and communicated to rePurpose.
4. Upon receipt of notice from rePurpose, agree to promptly cease and desist from all use of the rePurpose products and services in manner and/or jurisdiction specified in such notice and as such notice specifies.
5. Agree not to modify, enhance or change any rePurpose trademarks, service marks, trade names designations of source and logos as specifically designated in writing by rePurpose or combine it with another mark, or use, adopt or register any marks confusingly similar to the Logo.
6. Agree to promptly notify rePurpose if it becomes aware of any infringement of the rePurpose Global logo by a third party. Customer shall have neither the right nor the obligation to prosecute any infringement claims against third-party infringers.
7. Warrant that it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and is in good standing and duly authorized to execute this Agreement and associated Statements of Work and to perform its obligations hereunder.
8. Not provide access to the Platform to any person who is not an employee of Customer, unless otherwise agreed to in writing by rePurpose.
9. Except as expressly permitted hereunder, Customer will not and will not permit or authorize any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Platform; (ii) modify, translate or create derivative works based on the Platform; (iii) copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on the Platform; (iv) use the Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Platform or its related systems, hardware or networks or any content or technology incorporated in any of the foregoing; or (vi) remove or obscure any proprietary notices or labels of rePurpose or its suppliers on the Platform.
10. (a) Use commercially reasonable efforts to prevent unauthorized access to or use of the Platform and notify rePurpose promptly but in no case later than ten (10) days after becoming aware of any unauthorized access to or use of the Platform, and (b) use the Platform only in accordance with the documentation, this Agreement and any applicable laws and regulations. Only Customer’s authorized employees who have been assigned a unique login to the Platform will be entitled to access and use the Platform under this Agreement. Customer will be solely liable for any uses of accounts linked to Customer’s login credentials.
FEES AND EXPENSES.
1. In consideration of the provision of the Services by rePurpose and the rights granted to the Customer under this Agreement, Customer shall pay the fees set out in the applicable Statement of Work within thirty (30) days of the due date indicated therein. Payment to rePurpose of such fees and the reimbursement of expenses pursuant to this Section 5 shall constitute payment in full for the performance of the Services. Unless otherwise provided in the applicable Statement of Work, said fee will be payable net 30 days from the date of the invoices issued by rePurpose. Except as otherwise specified in the applicable Statement of Work, fees paid are non-refundable.
2. The Customer shall reimburse rePurpose for all reasonable expenses incurred in accordance with and as set forth in the Statement of Work, within 30 Calendar Days of receipt by the Customer of an invoice from rePurpose accompanied by receipts and reasonable supporting documentation.
3. The Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by the Customer hereunder; provided, that, in no event shall the Customer pay or be responsible for any taxes imposed on, or regarding, rePurpose's income, revenues, gross receipts, personnel, or real or personal property or other assets.
4. Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the rate of 2% per month or the highest legal rate permitted by law. The Customer shall also reimburse rePurpose for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which rePurpose does not waive by the exercise of any rights hereunder), rePurpose shall be entitled to suspend the provision of any Services if the Customer fails to pay any undisputed amount when due hereunder and such failure continues for 15 Calendar Days following written notice thereof.

INTELLECTUAL PROPERTY
1. Customer acknowledges and agrees that, as between the parties, rePurpose retains all rights, title, and interest in and to the technology and know-how used to perform the Services or underlying the Platform, all improvements, updates, modifications or enhancements thereto, and all intellectual property rights therein (“rePurpose IP”). Customer grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to the Services.
2. All reports or other work product that are created for and delivered to the Customer under this Agreement through the Platform or by or on behalf of rePurpose in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the "Deliverables") shall be owned by the Customer (excluding any rePurpose IP or Confidential Information of rePurpose). Customer hereby grants rePurpose the nonexclusive, worldwide, royalty-free, fully paid up, sublicensable, nontransferable (except as set forth in Section 16) right and license to copy, modify and use Deliverables in connection with internal operations and functions, including, but not limited to, operational analytics and reporting, internal financial reporting and analysis, audit functions, and archival purposes.
TERM OF AGREEMENT AND TERMINATION:
1. Term of Agreement: The term of this Agreement shall continue until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 7(ii).
2. Termination: Except as otherwise provided, this Agreement may be terminated upon the occurrence of one or more of the following:
  1. By rePurpose, if the Customer fails to pay rePurpose any fees required to be paid as stated in this Agreement;
  2. By either party, if the other party is in default of any material provision in the Agreement as outlined under “Event of Default” and such default is not cured within the stated period after written notice, including email, is given to the other party;
  3. By either party, if the other party becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy laws.
3. Termination Responsibilities: Upon expiration or termination of these Terms of Service or any applicable Statement of Work: (a) Customer will pay all fees accrued through the effective date of expiration or termination; (b) Customer's access to the Services and Platform will cease; and (c) upon Customer’s written request made within thirty (30) days of expiration or termination, rePurpose will make Customer Data available for export and thereafter delete or de-identify Customer Data, except to the extent required by applicable law or Customer Data is retained in routine backups.
4. Survival of Statement of Work: Any incomplete Statement of Work shall survive expiration of this Agreement until the conclusion of such Statement of Work unless such Statement of Work is earlier terminated.
EVENTS OF DEFAULT: The occurrence of the following event shall constitute an event of default under this Agreement in respect of that Party (“Event of Default”): the Party fails to perform a material obligation under or commits a material breach of the Agreement and that failure, if capable of being remedied, is not remedied within thirty (30) Business Days of the Non-Defaulting Party giving the Defaulting Party notice of that failure, except that no cure period shall apply in case of fraud, willful breach, intentional misconduct or Gross Negligence.
INDEMNIFICATION
1. ‍rePurpose Indemnity Obligations. rePurpose will defend Customer and the officers, directors, agents, and employees of Customer (“Customer Indemnified Parties”) against any third party claim, allegation or legal action arising from an allegation that Customer’s authorized use of the rePurpose Deliverables infringes any intellectual property right of a third party. Further, rePurpose will indemnify the Customer Indemnified Party against any damages actually awarded or paid in connection therewith, including any reasonable attorneys’ fees. Notwithstanding the foregoing, rePurpose’s indemnification obligation will not apply to claims to the extent arising from (a) modification of the rePurpose Deliverables by any party other than rePurpose without rePurpose’s express consent; (b) the combination, operation, or use of the rePurpose Deliverables with other product(s), data or services where the rePurpose Deliverables would not by itself be infringing; or (c) unauthorized or improper use of the rePurpose Deliverables. This Section 9(i) states rePurpose’s entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.
2. Customer Indemnity Obligations. Customer shall indemnify and hold rePurpose, its affiliates, its agents, and their respective successors and permitted assigns thereof (each, in such capacity, the "rePurpose Indemnified Parties") harmless, against any and all third party claims and resulting liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of the following by the Customer Party or its personnel, agents or representatives (a) gross negligence or willful misconduct in connection with this Agreement or any Statement of Work or (b) a breach of this Agreement or any Statement of Work.
3. Indemnity Procedures. The party seeking indemnification (the “Indemnified Party”) will give the party owing the indemnification (the “Indemnifying Party”) prompt written notice of any matter upon which the Indemnified Parties intend to base a claim. As a condition to the Indemnifying Party’s indemnification obligations, the Indemnified Party agrees to tender sole control of the defense and settlement of such claim to the Indemnifying Party. The Indemnified Parties may participate in such negotiations to protect its interests and the Indemnifying Party will provide reasonable assistance to the Indemnified Parties and their counsel at no charge.

SPECIFIC DISCLAIMERS: rePurpose provides technology-enabled EPR compliance support and does not provide legal advice. Customer remains responsible for its legal obligations and must review and approve all filings before submission. rePurpose may rely on Customer Data and will not be responsible for any inaccuracies or deficiencies in any Deliverable, filing, calculation, forecast, or other output to the extent resulting from inaccurate, incomplete, or untimely Customer Data provided by or on behalf of Customer. rePurpose does not guarantee acceptance by any regulator or producer responsibility organization or similar regulating body.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY:
1. EXCEPT AS OTHERWISE SET FORTH HEREIN, THE SERVICES AND PLATFORM ARE PROVIDED ON AN “AS-IS” BASIS AND REPURPOSE MAKES NO OTHER WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE). ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. REPURPOSE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.
2. Limitation of Liability: UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF REPURPOSE’S PLATFORM.
3. IN NO EVENT SHALL REPURPOSE’S TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED IN THE AGGREGATE THE AMOUNTS CUSTOMER HAS PAID REPURPOSE IN THE SIX (6) MONTHS PRECEDING THE DATE OF THE CLAIM.
4. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS WILL ONLY APPLY TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS.
CONFIDENTIALITY: From time to time during the term of this Agreement, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) non-public, proprietary, and confidential information that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed or would otherwise be reasonably understood to be confidential (“Confidential Information”). Confidential Information does not include information the Receiving Party can demonstrate: (i) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party without restriction; (ii) becomes publicly available through no fault of the Receiving Party; (iii) is lawfully received by the Receiving Party from a third party not under an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Each party agrees that it will use the Confidential Information of the other party solely to perform its obligations or exercise its rights under this Agreement. Neither party will disclose, or permit to be disclosed, the other party’s Confidential Information directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Each party will use reasonable measures to protect the confidentiality and value of the other party’s Confidential Information. Notwithstanding any provision of this Agreement, either party may disclose the other party’s Confidential Information, in whole or in part (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations or, in the case of professional advisors, are bound by ethical duties to keep such Confidential Information confidential consistent with the terms of this Agreement; and (ii) as required by law, including to comply with applicable extended producer responsibility (EPR) laws, regulations, reporting obligations, governmental filings, or requests from a regulatory authority having jurisdiction (in which case each party will provide the other with prior written notification thereof where legally permitted and reasonably practicable, will provide such party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 12, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement. The obligations in this Section 12 will survive expiration or termination of this Agreement for three (3) years; provided that, with respect to any Confidential Information constituting a trade secret under applicable law, such obligations will continue for so long as such information remains a trade secret.
USE OF NAME AND LOGO: The Customer hereby grants rePurpose a license to reproduce, modify, adapt, translate, distribute and display any name or logo of the Customer in any marketing materials of rePurpose in line with the Customer’s approved marketing and branding guidelines. rePurpose shall include a trademark attribution notice giving notice of the Customer’s ownership of its trademarks in the marketing materials in which the Customer’s name and logo appear.
CUSTOMER DATA:
1. Customer or its licensors own the data input or uploaded by Customer into the Platform (“Customer Data”). Customer hereby grants rePurpose the nonexclusive, worldwide, royalty-free, fully paid up, sublicensable, nontransferable (except as set forth in Section 16) right and license to (a) copy, use, modify, distribute and display Customer Data solely to the extent necessary to perform its obligations under this Agreement, (b) copy, modify and use Customer Data in connection with internal operations and functions, including, but not limited to, operational analytics and reporting, internal financial reporting and analysis, audit functions, archival purposes and improving rePurpose’s products and services, (c) copy, use, modify, distribute and display Customer Data on an aggregate and/or anonymized basis, solely to the extent that the aggregate data does not include information that identifies or would reasonably be expected to identify Customer, and (d) with respect to aggregated and/or de-identified Customer Data only, improve rePurpose’s products, services, and technologies, including to train, fine-tune, test, and evaluate rePurpose’s proprietary AI models or third-party models. Customer may opt out of rePurpose’s use of aggregated and/or de-identified Customer Data to train models in the applicable Statement of Work or pursuant to a written amendment to this Agreement executed by rePurpose and Customer. As between the parties, Customer reserves any and all right, title and interest in and to the Customer Data other than the licenses therein expressly granted to rePurpose under this Agreement.
2. Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to rePurpose with respect to the Platform. rePurpose will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants rePurpose a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.
3. Customer agrees that rePurpose will have the right to collect and analyze data and other information relating to the access, use, and performance of the Platform (“Usage Data”), and rePurpose will be free (during and after the term of this Agreement) to use Usage Data in de-identified or aggregated form to maintain, improve, and enhance rePurpose’s current and future products, services and technologies. Examples of Usage Data include technical logs, metadata, telemetry data, information about how Customer uses and interacts with the Platform.
NON-EMPLOYMENT STATUS: rePurpose does not perform this Agreement as an employee of the Customer. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship between rePurpose and the Customer.
ASSIGNMENT: This Agreement shall not be assigned by the Customer without the prior written consent of rePurpose. Any attempted assignment in violation of this provision shall be null and void. rePurpose may assign any of its rights or delegate any of its obligations under this Agreement without Customer’s consent.
NOTICE: All notices or other communications referenced under this Agreement shall be made in writing. Notices to rePurpose must be sent to the following address and email address, or to such other address or email address as rePurpose may designate by written notice. Notices to Customer must be sent to the address or email address specified in the applicable Statement of Work, or to such other address or email address as Customer may designate by written notice.
    rePurpose Global Inc.
     Attn: Legal Department
     Address: 2196 Third Ave, PMB 20122, New York, NY 10035
     Email: legal@repurpose.global
All notices will be deemed given to the other if delivered and receipt confirmed by the receiving party, using one of the following methods, including but not limited to: overnight mail; registered or certified mail, postage prepaid; recognized courier delivery; or electronic mail.
WAIVER: No waiver of any provision in this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement does not prevent later enforcement of that term or obligation. The waiver by any party of any breach of this Agreement shall not be deemed a waiver of any subsequent breach.
GOVERNING LAW: The execution, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of New York, exclusive of its conflicts of law provisions.
DISPUTE RESOLUTION: In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or its breach, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If they do not reach such solution within a period of 60 days, then, upon notice by either Party to the other, all disputes, claims, questions or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. The controversy or claim shall be submitted to the arbitrator, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The seat of the arbitration shall be New York, New York and the language of the arbitration shall be English. The arbitrator shall apply the substantive law of New York.
FORCE MAJEURE: Except for the payment of money, neither party shall be responsible for any delay or failure in performance resulting from acts beyond its reasonable control to the extent that such acts could not have been prevented or avoided by the exercise of reasonable diligence by the affected party, including, without limitation, act of God, act of war or terrorism, riot, epidemic, fire, flood, or act of government.
ENTIRE AGREEMENT: The Agreement is the complete and exclusive Agreement between the parties with respect to the subject matter contained in the Agreement, superseding and replacing any and all prior Agreements, communications and understanding, marketing materials and internet content, written or oral, pertaining to the subject matter of the Agreement.
ORDER OF PRECEDENCE: In the event of any conflict between these Terms of Service and any Statement of Work, the applicable Statement of Work will control solely with respect to the Services covered by such Statement of Work and only to the extent of such conflict.
COUNTERPARTS: This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 17, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
SURVIVAL: The terms and conditions that by their nature should survive the termination or expiration of this Agreement, including the provisions of Sections 5 (Fees and Expenses), 6 (Intellectual Property), 9 (Indemnification), 10 (Specific Disclaimers), 11 (Disclaimer of Warranty and Limitation of Liability), 12 (Confidentiality), 13 (Use of Name and Logo), 14 (Customer Data), 15 (No-Employment Status), 17 (Notice), 19 (Governing Law), 20 (Dispute Resolution), 22 (Entire Agreement), this Section 25 (Survival) and all related definitions shall survive the termination or expiration of this Agreement, regardless of the cause of such termination.

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