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REPLICTIVITY USER AGREEMENT
Last Updated: September 2013
This Replictivity User Agreement (the “Agreement”) is a legally binding contract between you, (the
“User,” alternatively refered to as the “Buyer” “Client” “Seller” “Contractor”) and Replictivity LLC, a
California Limited Liability Corporation, its owners and affiliates (collectively, “Replictivity”, “we”,
“us” or “our”). You are required to read, agree, and accept all the terms and conditions contained in
both the User Agreement and the User Agreement to use our website located at www.replictivity.com
(the “website,” “site,”) and any related tools, software, features, or services that we offer (collectively,
the “Replictivity Platform” or “Platform”).
By using the Replictivity Platform in any manner, including but not limited to visiting, browsing,
selling, or shopping, you are considered a User and agree to be legally bound by this Agreement and
the User Agreement , including those additional terms and conditions and policies referenced herein
and/or available by hyperlink. Replictivity may amend this Agreement and the User Agreement at any
time by posting a revised version on the site. Your continued use of the Replictivity Platform after the
effective date of a revised version of this Agreement constitutes your acceptance of its terms. Should
there be any conflict, discrepancies, or errors between this User Agreement and any of the policies,
workflows, agreements, or content listed on the Site, the Replictivity User Agreement controls.
If you do not accept, agree, and understand to all provisions of the User Agreement, you
shouldn’t and aren’t permitted to use the Replictivity Platform. Unauthorized use will be
considered a breech of contract and you will be held legally accountable for any, but not limited
to, damages, legal fees, administrative costs, reputation management costs and loss of business
caused to Replictivity LLC.
1. BETA TESTING DISCLAIMER
THIS REPLICTIVITY BETA PLATFORM, AS AVAILABLE ON WWW.REPLICTIVITY.COM,
MAY CONTAIN DEFECTS. THE PRIMARY PURPOSE OF THIS BETA TESTING PERIOD IS TO
OBTAIN FEEDBACK ON PLATFORM PERFORMANCE AND THE IDENTIFICATION OF
DEFECTS. USERS ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION
AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF
THE CONTENT, PLATFORM, SECURITY, SERVICE, SOFTWARE AND/OR ACCOMPANYING
MATERIAL. DO NOT USE THE REPLICTIVITY PLATFORM UNLESS YOU ARE WILLING TO
ACCEPT ALL THE POTENTIAL RISKS INVOLVED AND COMPLETELY WAIVE AND
RELEASE REPLICTIVITY LLC, ITS OWNERS AND ITS AFFILIATES OF ALL LIABILITY.
2. Our Relationship with You
2.1 Overview
The Platform is a venue that allows our Users, be they Clients (the “Buyers”) or Contractors (the
“Sellers”) to use our marketplace and workspace functions to advertise, locate, introduce themselves to
each other, screen and select each other, so to (1) offer, sell, and buy physical and downloadable goods

(the “Products”) (2) contract out and pay for Professional Services (the “Jobs”) within a fixed price
format and (3) create unique content (the “Hubs”) for inbound marketing, lead generation, and user
engagement. Once two Users independently enter into a agreement between one another, they use the
Platform to either to collaborate, manage, perform, invoice, or pay for their Job or Product.
2.2 Replictivity is a Venue: Our Role
As a venue, Replictivity does not own, sell, supervise, direct, or control the Products and Jobs listed on
this Platform, so the actual contract for sale is directly between the seller and buyers. Replictivity is not
a party to any agreements, contracts, or conflict between Users. Replictivity does not pre-screen
users, the content, the Hubs, the Products, the Jobs, or any of the information provided by the
Users. Therefore, Replictivity has no control over the quality, safety, morality, legality or
ownership of, including but not limited to, the Hubs, the Products and Jobs listed, the ability of
sellers to sell Products or complete Jobs, or the ability of buyers to pay for Products and Jobs.
Replictivity does not, in any way, supervise, direct, or control the Users’ work, interactions or
transactions with others. Therefore, Replictivity cannot ensure that a buyer or seller will actually
complete a transaction.
REPLICTIVITY HAS MADE NO REPRESENTATIONS OR GUARANTEES AS TO THE
RELIABILITY, COMPABILITY, OR QUALIFICATIONS OF THE PLATFORM, OF ANY USER,
OR THE QUALITY, SECURITY, OR LEGALITY OF ANY CONTENT, INFORMATION, TOOLS,
OR SERVICES ON THE PLATFORM AND REPLICTIVITY DISCLAIMS ANY AND ALL
LIABILITY RELATING THERETO. REPLICTIVITY IS NOT A PARTY TO ANY INTERACTION,
AGREEMENT, CONFLICT, OR TRANSACTION MADE BETWEEN USERS. THEREFORE,
REPLICTIVITY WILL NOT BE HELD LIABLE, WILL NOT BE RESPONSIBLE FOR OR BE
REQUIED TO REFUND OR COVER THE COST OF ANY TRANSACTION OR EXCHANGE
BETWEEN USERS, AND WILL NOT BE REQUIRED TO MEDIATE OR ADJUDICATE THE
CONFLICT BETWEEN USERS. If you do not accept these terms, you are not allowed to use the
Platform.
2.3 User Acknowledgement of Replictivity’s Role
By using the Platform, you, as a User, acknowledge and accept Replictivity’s role as a venue that is
currently undergoing Beta Testing (refer to 1.1 Beta Testing Disclaimer) and all the risks involved
herein. You accept that all Users, including yourself, will take full and sole responsible for all of their
actions performed on the Platform and that, should any conflict arise, regardless of the subject, cause,
or reason, Replictivity shall not be named as a party to the dispute nor will Replictivity be held liable
or be required to mediate or adjudicate conflicts. You are required to do your own due diligence, screen
and verify the accuracy of any and all information on the Platform, including but not limited to,
content and information submitted by the Users as well as the functionality of the tools, functions, and
services on the Platform, before you engage in any transaction with another User. Replictivity will try
to do it’s best to ensure that the Platform is functional, but as we are undergoing Beta Testing, there
may be defects. You, as a User, understand that there are risks involved with using the Platform, accept
the potential consequences that may result from these risks, and acknowledge that Replictivity, as a

venue in Beta Testing, is not and cannot be held liable. By freely choosing to use the Replictivity
Platform, you accept that you are willing to accept complete responsibility for the risks involved.
3. Account Requirements, Registration, and Security
3.1 User Eligibility: Age
Only individuals who are 18 years old or older, can form legally binding contracts under applicable
law, and can agree to adhere to all the terms of this User Agreement may use the Replictivity Platform.
All the information submitted onto the Platform must be accurate and truthful. Replictivity may, in its
sole discretion, refuse to offer access to or use of the Platform to any person or entity, change its
eligibility critera at any time without notification.
3.2. Username and Registration:
You, as a User, should provide Replictivity with accurate and current information. Failure to do so
many result in suspension of your Account. You agree that you shall not select or use a Replictivity
Username and URL as a name of another person or entity with the intent to impersonate that person or
entity or with the intent to otherwise cause confusion as to the origin or provenance of your Account.
Replictivity reserves the right to refuse registration of, cancel, or modify a Replictivity username and
URL in its sole discretion for any reason whatsoever. You are also responsible for maintaining the
confidentiality of your Account password and for the security of your Account, and you will
notify Replictivity immediately if any actual or suspected loss, theft, or unauthorized use of your
Account or Account password.
3.3. User Page: Conducting Business As:
On the user page, there is a section where Users have an option to input either their real name, their
registered business name, or their legal-filed DBA (doing business as) name. The purpose of this
section is to give Users to option to share their personal information for networking purposes, to make
it easier to vet and verify one another, and also to promote both themselves and their business. All
information posted must be accurate, non-deflamatory, and cannot be created with the intent to
impersonate and deceive. Replictivity does not pre-screen any of this information and cannot and will
not make any guarantees nor can be held liable for any content submitted by Users. Thus, it is the
Users’ responsibility to check and verify that the information is accurate before engaging in any
transaction. Replictivity can, at its own discretion, delete an account for any reason at any time without
informing the User.
3.4 User Page: LinkedIn Link:
Users have the option of independently (1) displaying their LinkedIn Profile Link and (2) stating
whether their Replictivity shop page is backlinked and visible on their Linkedin Profile as a current
job. You, as a User, are only allowed to input your own personal Linkedin Profile Link into this section
and cannot use it to impersonate, deceive, or harm another User. If you find an account with a
fraudulent link, you are required to report it directly to Replictivity at help@replictivity.com so that we
may investigate and potentially close down the User’s account.

The intention of this functionality is to allow Users to promote who they are, to showcase their
background and professional network with one another so to enable them to vet and verify the
capabilities of their potential transation partners. To prevent the proliferation of fake, unassociated
links, Users may indicate whether they’ve chosen to, on their Linkedin Page, backlink their
Replictivity User Page link. This way, Users can systematically verify that their transaction partners’
LinkedIn Page and the Replictivity Page are associated and owned by the same party; thus, Users can
independently verify the credibility of their transaction partners’ alleged capabilities.
It is important to note, however, that the information listed by the Users on either Replictivity or
Linked may or may not be accurate. Thus, Users are required to take caution and only engage in a
transaction after both parties have accepted the risk and have satisfactorily done their due diligence.
3.5 No Agency
You, as a User, and Replictivity are independent contractors, and no agency, partnership, joint venture,
employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. As
emphasized, Users independently form agreements with other Users; Replictivity is not a party to any
of their agreements, transactions, interactions, or conflicts nor can be held liable.
4. Fees & Transactions
4.1 PayPal as a Payment Processor
Replictivity uses Paypal as its payment processor and is thus not directly involved in the transaction
between Buyer and Seller. Therefore, all Users are required to acknowledge, agree, and adhere to the
most current version of the Paypal User Agreement and User Agreement and all its terms and
completely waive Replictivity of any responsibility and liabilities involved in any and all transactions.
If there is ever an unresolvable conflict between Buyers and Sellers, the Users will need to go through
Paypal’s mediation center to resolve their conflict. As a venue, Replictivity is not a party to any
conflict between Users.
4.2 Replictivity Flat Finder’s Fee
Replictivity charges the Buyers a flat, non-refundable, $1.00 finder’s fee upon the purchase of a
product or payment for a service. This finder’s fee is for providing the Buyers (the “Clients”) with the
Platform tools, functionalities, and services to allow them to independently interact and connect with
potential Sellers (the “Contractors”) before screening and making a purchase. This Finder’s Fee does
not signify that Replictivity warrents or makes any guarantees regarding the functionality of the
Platform, the capabilities of its Users, Products, or Content. (Refer to 2.2 Replictivity is a Venue: Our
Role and 2.3 User Acknowledgement of Replictivity’s Role). Replictivity can change and alter the
pricing of the finder’s fee at any time. Replictivity is not required to obtain permission from the Users
to alter the pricing, nor are they required to notify the Users. By continuing to use the Platform, the
Users agree with and accept the finder’s fee pricing as set by Replictivity.

The Users agree, acknowledge, and accept that the $1.00 finder’s fee is non-refundable even in the
case of a product or job refund or conflict between Users. For this reason, Buyers are required to and
responsible for doing their own due diligence, messaging, vetting and verifying Sellers before making
a purchase. The Users agree to completely dismiss, waive, and hold Replictivity, its owners, affiliates,
and contractors, completely harmless should there be any conflict between the Users.
4.3 Paypal Transaction Fees:
Sellers are responsible for paying their own Paypal transaction fees. Please refer to the Paypal website
for the latest transaction rates, pricing, policy and agreements.
4.4 Refunds - Products & Platform
As a venue, Replictivity does not have the capability to issue refunds as it uses Paypal as its payment
processor. Users should not pay for anything, start any contracts, begin any work, or engage in any
transactions be they fiscal or otherwise, unless they have done their due diligence and have verified
that the other party is qualified, honest, and that both parties are willing to accept the risk. Paypal
offers Buyer Protection and Seller Protection; please check to see whether or not you would qualify
under their terms. If there is a conflict, the Users should try to first contact one another and try to come
to an agreeable solution, if that fails, they can open a ticket to dispute the transaction at Paypal’s
Resolution Center. Even if there is conflict between the Users and one of the parties is forced to refund
the order, the Replictivity Finder’s Fee is non-refundable.
Important: When the Buyer pays for an order, Paypal credits the money separately to Replictivity and
the Seller; thus, with every order you should see two transaction numbers - one to the Seller for the
sale, the other to Replictivity for the $1.00 Finder’s Fee.
As a venue, Replictivity does not make any guarantees and is not a party to any of the agreements,
sales, purchases, or transactions made between the seller and buyers for either products or Platform.
The buyer and seller will agree to utilize Paypal’s mediation Platform to come to an agreeable
settlement and/or resolve any issues with the product. Should there be any conflict between Users,
Replictivity will not be required to issue a refund or be required to cover the cost of any legal
fees, transaction costs, product or job costs, and cannot be named as a party of the case. All Users
agree, acknowledge, and accept that Replictivity is solely a venue that does not verify users and cannot
guarantee that a seller will deliver a product or complete a Job or that the buyer can pay for the
purchase; thus, all users must completely waive Replictivity of any responsibility as users are required
to do their own due diligence and only move forward with a transaction if they are willing to accept
complete responsibility for the risks involved.
4.5 International Buying and Selling
Sellers and buyers are responsible for complying with all laws and regulations applicable to the
international sale, purchase, and shipment of items. The Users form a legally binding contract solely
between buyer and seller; Replictivity is not a party to any transaction, agreement, or interaction
between Users and thus cannot be held liable.

4.6 Tax:
As a venue, Replictivity cannot give tax advice. The Users acknowledge that they will do their own
due diligence, and if needed, hire a qualified 3rd party to help them with any and all applicable taxes
pertaining to Product sales. The users are completely responsible for their own taxes, any fines or fees,
and filing their own paperwork.
For pertinent sales, the seller will be able to research and manually input the correct sales tax rate per
location; if the buyer discovers that the sales tax is incorrect, they are required to contact the seller
directly. The buyer should not make any product purchases unless they are certain that everything
checks out and that there are no discrepancies. All users agree to do their own due diligence and adhere
to all applicable local, national, and international laws.
5. Privacy & Security
5.1 User Agreement
As a marketplace venue, Replictivity deeply values our Users’ privacy and security. All Users must
read, understand, and accept all the terms of the Replictivity’s User Agreement as legally binding and
fair. If the Users do not agree with the terms, they should not and are not allowed to use the
Replictivity Platform.
5.2 Common Sense Tips to Protect your Privacy & Increase Security
Nowadays, even the most secure platforms and companies can get hacked. It may not happen right
now, in a couple of years, or even at all, but it is always best to err on the side of caution. Therefore,
for your own safety and security, it is recommended that all Users on Replictivity adhere to the
following points:
(1) Do not use the a variation of/or the exact same password for different accounts
(example, if your email password is _____ do not use _____ as your password for your
social media accounts, bank accounts, Replictivity account, etc.) This way, if someone
hacks into one of your accounts, they won’t be able to penetrate all of them. It also lessens
the value of password theft because a password is more valuable if it can be used to break
into multiple platforms.
(2) Create Difficult Passwords - with a combination of uppercase, lowercase, numbers, etc.
that do not include common words, phrases, lucky numbers, birthdays, years, or is similar to
your username.
(3) Change your Password periodically - to protect your accounts, it is a good idea to change
your passwords periodically.
(4) Set up Email Account Recovery Settings - in case your email gets hacked or you loose the
password, make sure to set up recovery settings so that you can reclaim your account.
5.3 Sensitive Information - Do Not Upload

You are not allowed to upload any information or content onto the Platform, including your account,
that you are not absolutely comfortable sharing publically, having displayed visibly, and being
available for use by the entire internet community. You are legally responsible for deciding what you
believe is “sensitive” and should you choose to post it anywhere on the Replictivity Platform, you are
acknowledging that the information is not sensitive and thus understand the risks involved and will
completely waive, release, and hold Replictivity, its owners, contractors, and employees harmless. As
Replictivity uses Paypal as its payment processor, there is no need to share sensitive information on
our Platform. If you feel like the Platform or another Seller is prompting you to share information that
you are not comfortable sharing, then do not share it and, if necessary, you can opt to input “NA” in
any text field and/or choose to close or delete your account. Only upload non-sensitive information and
content that you are absolutely comfortable sharing in the public domain.
It is important for users to note that any information that we collect from your activity on the Platform
may be available and visible to the public. Therefore, it is your responsibility, as Users, to determine
and decide whether or not you are comfortable with that level of disclosure. If you are not, you should
not engage in any transactions and/or upload any information; instead, you should close your account.
5.4 INFORMATION WE COLLECT
In operating our Platform, we may collect and process the following, but not limited to, information:
Information you give us.
We receive and store any information that you enter on our Platform or give us in any other way. This
includes information about how you use the Platform; information about your interactions with other
Users; and information that you provide when you communicate or share on the Platform by any
means. You can choose not to provide certain information, but then you might not be able to take
advantage of many of our features. The information you do choose to give us must be in line with the
User Agreement, 5.3 Sensitive Information, of which you are not allowed to upload any information or
content onto the Platform, including your personal account, that (1) you deem as “sensitive” (2) do not
want available and visible to the public. By giving us this information, you are legally acknowledging
that it is non-sensitive and that you’re granting full permission to share it publically.
Examples of Information You Give Us: (including but not limited to)
When you enter or input anything onto the Platform, you are providing us with
information. You provide information when you search for a product; place an order and engage in a
transaction with another User; provide information in your Account, your Profile, and your Availability
Schedule; and communicate with us by email, or otherwise; complete a questionnaire or contest entry
form; participate in community features such as “Hubs” and compete in UX challenges; provide and
rate Reviews or Comments; exchange files or contracts, As a result of these actions and others, you
might supply us with such information as your name, emails, address, phone numbers, the amount of
money you have earned or spent on the Platform; people to whom purchases have been shipped,
including addresses, phone numbers, emails; personal description and photograph in your Profile and
any subsequent links you share. Users, when they engage in a transaction, will automatically share

personal contact information (including billing & shipping address) with their transaction partner, so
that they can get ahold of one another in the case of an emergency.
Automatic Information:
We receive and store certain types of information whenever you interact with us. For example, like
many Web sites, we use “cookies,” and we obtain certain types of information when your Web browser
accesses the ReplictivityPlatform.
Information from Other Sources:
We might receive information about you from other sources, including but not limited to those listed
below, and add it to our account information.
We use Google Analytics for our Platform. Please check Google’s User Agreement to see what
information they collect and what information of yours that they provide to us.
We also use Paypal as our payment provider for the Platform. Paypal supplies us information
regarding transactions made between Users on the Platform and between Users & Replictivityfor the
ReplictivityFee. Please check Paypal’s User Agreement to see what information they collect and
what information of yours they provide to us.
We use MailChimp for email marketing. Please check MailChimp’s User Agreement to see what
information they collect and what information of yours that they provide to us.
Beta Testing: Information Collected
In accordance to our User Agreement, you, as User, understand that you are using a Platform currently
in Beta and that there may be flaws and defects, of which may potentially result in the unintended
sharing or collection of your private information. You, by freely choosing to use a Platform that is
undergoing Beta Testing, understand and legally accept the uncertainty, high risk, and any unintended
damages. Should any of your information be shared in a manner that you are not comfortable with, you
should delete your account immediately and all information that you uploaded onto Replictivitywill be
erased.
Users understand that, should they choose to voluntarily offer feedback and/or suggest any potential
ideas for the Platform, including but not limited to, any bugs, usability issues, or potential ideas for
future functionalities, they will not receive compensation, royalties, nor own the rights to anything that
Replictivitymay choose to implement even if it is based off of their suggestion/feedback/idea. Users
assign the rights of their feedback/ideas about the Platform directly to ReplictivityLLC.
You legally agree to hold Replictivity, its owners and affiliates, harmless and waive all liability.
You, by freely choosing to use the Platform, accept all the risks, stated or otherwise.
5.5 USE OF COOKIES

We use cookies as part of our Platform as they help us improve the experience of our Users. Cookies
are small data files that are sent to your browser which we use to collect anonymous information about
your use of our Platform. Your browser will automatically accept cookies unless you have changed
your browser settings so as not to receive cookies.
Cookies can be deleted from your computer and if you wish you can set your browser not to receive
them in future.
5.6 THIRD PARTY POLICIES
Our Platform contains links to third party websites who have their own privacy polices which may be
different from this one. We do not have control over these third party policies and therefore are not
responsible for their policies or practices. We recommend you review their policies before providing
any personal information or entering into any transaction with them.
5.7 USE OF YOUR INFORMATION
We use the information that we collect from you to enable you to use our Platform and enable other
Users to work directly with you. Examples of this include using your information to communicate with
you, to collect analytics to improve the usability of our platform, to provide customer service, and
provide other Users with the ability to vet and verify you as a potential transaction partner. Per the
User Agreement, all information that we collect and/or you enter on the Platform may be available and
visible to the public; thus, we are not the only the only ones that may use the information.
Therefore, it is your responsibility, as Users, to determine and decide whether or not you are
comfortable with that level of disclosure. If you are not, you should not engage in any transactions and/
or upload any information; instead, you should close your account.
5.8 DISCLOSURE OF YOUR INFORMATION
We do not sell or lease your personal information to third parties unless we have your permission or
are required by law to do so, except in the cases listed below. We do value transparency on our
Platform, so all the information that we collect (except for your password) may be available and visible
to the public and other Users. Please review the information that we collect and create a secondary
account (as we’re in Beta) so you can test and see what information is shared between Users. Do not
upload any Sensitive Information onto the Platform or engage in any transactions until you have
fully tested all the features and ascertained you’re comfortable with the privacy levels and the
consequent information that is being publically displayed.
We may also disclose your information in the circumstances detailed below:
i. In the event that we sell any or all of our business to the buyer.
ii. Where we are legally required by law to disclose your personal information.
iii. To further fraud protection and reduce the risk of fraud.

iv. We may need to consult, hire, or contract out work to a 3rd party to work on the Platform and
they may have access to your information.
Non-Affiliated Business that We Do Not Control:
Sellers operate shops at Replictivityto sell either Products (digital or physical goods) or contract out
Jobs (provide a service in a fixed-price format). Replictivityis solely a venue and not a party to any
agreement, contract, interaction or transaction, between Users. Thus, when Users engage in a
transaction, they automatically share all the customer information that they have voluntarily chosen to
enter on our Platform, including but not limited to: Name, Billing & Shipping Address, Phone #s,
Email Address, and Location.
Third-Party Service Providers:
We may employ other companies and individuals to perform functions on our behalf. They have access
to personal information needed to perform their functions, but may not use it for other purposes.
Business Transfers:
As we continue to develop our business, we might sell or buy stores, subsidiaries, or business units. In
such transactions, customer information is one of the transferred business assets but remains subjet to
the promises made in the User Agreement . Also, should Replictivity LLC or substantially all of its
assets are acquired, customer information will of course be one of the transferred assets.
Protection of Replictivity and Others:
We release account and other personal information when we believe release is appropriate to comply
with the law; enforce or apply our User Agreement and other agreements; or protect the rights,
property, or safety of Replictivity, our Users, or others. This includes exchanging information with
other companies and organisations for fraud protection and credit risk reduction. Obviously, however,
this does not include selling, renting sharing or otherwise disclosing personal identifiable information
from customers for commercial purposes in violation of the commitments set forth in this User
Agreement .
If you are not comfortable with the full disclosure of your information, please delete your account
and cease using the Replictivity Platform. As stated above, by choosing to use a Platform in Beta,
you are accepting all the risks involved and agree to completely waive Replictivity, its owners and
affiliates of all liability.
5.9 HOW SECURE IS INFORMATION ABOUT ME?
The Replictivity Platform is currently undergoing Beta Testing; thus, there may be unexpected defects.
We do not collect financial information, such as credit card information, social security, or drivers’
license information as we use Paypal as our Payment Provider. We also, per the User Agreement,
require that Users only enter information on the Platform that they deem as non-sensitive and give full
permission to visibly display it to the public. Therefore, provided that all Users adhere to the User

Agreement, there should not be any information worth stealing on our Platform. It is important for
Users to protect against unauthorized access to your password and to your computer. Be sure to sign
off, and perhaps clear the cache (history), when finished using a shared computer.
Phishing Emails
Replictivitywill never ask a User for their password or any sensitive information. Should Users receive
any suspicious emails or 3rd party links, please notify Replictivityat help@replictivity.com.
5.10 WHICH INFORMATION CAN I ACCESS?
Though all information you enter onto the Platform must be non-sensitive and allowed to be visible to
the public, not all information is shared equally to different User types - for example, a visitor will be
able to see less of your information than a transaction partner. To see what information can be accessed
by different User types, the best way, unfortunately, (as we’re still early in development of the
Platform), would be to create a second account and cross-test it against your own to see what
information is shared. Users are all required to do this so that they can fully understand how and what
information is shared so that they have the knowledge to determine whether or not they wish to
continue using the Platform or would prefer to close their account.We deeply apologize for the
inconvenience, but this is one of the features we’re looking to hopefully improve in our next Platform
iteration.
5.11 WHAT ARE MY OPTIONS?
If you are not comfortable with the security, privacy, or information distribution across the Platform,
your only option would be to delete and close your account. Once your account is closed, all
information that you entered will be erased. However, any information that you shared, due to the
nature of the internet, may or may not be fully erased from the web. This is why our Users are required
to agree to only enter information that they deem non-sensitive and are okay with having it be visible
to the public.
5.12 CONDITIONS OF USE, NOTICES, AND REVISIONS
If you choose to visit Replictivity, your visit and any dispute over privacy is subject to this User
Agreement and our User Agreement, including limitations on damages, resolution of disputes, and
application of the law of the state of California. If you have any concern about privacy at Replictivity,
please contact us with a thorough description, and we will try to resolve it. Our business changes
constantly and our User Agreement and the User Agreement will change also. We may, but are not
required to, e-mail periodic reminders of our notices and conditions. You should, and are required to,
check the Platform frequently to see recent changes. Unless statd otherwise, our current User
Agreement applies to all information that we have about you and your account. By choosing to use the
Platform in any manner, you agree to accept all the terms of the User Agreement and User Agreement
as legally binding and fair.

6. General User Policies
6.1 Compliance
All Users must comply with all local laws regarding online condut and acceptable content. You are
responsible for all applicable taxes. In addition, you must abide by Replictivity’s policies as stated in
the Agreement, User Agreement , and Community Rules as well as any other operating rules, policies
and procedures that may be published from time to time on the Platform by Replictivity, each of which
is incorporated herein by reference and each of which may be updated by Replictivity from time to
time without notice to you.
6.2 Replictivity Marketplace Theme & Acceptable Products
Replictivity celebrates creativity and innovation. As a result, all products listed on our Platform, must
be either a non-wholesale inventions, handmade, or a craft supply.
Non-wholesale inventions are young, fresh items that have not yet become mainstream or heavily
distributed (ie. if you walk into a retail chain store or conglomerate you won’t be able to find the
product). Replictivity, which caters to small businesses and startups, helps users bridge the steps from
being a product inventor to a global business owner. To promote transparency, sellers of non-wholesale
inventions must (1) be the inventor and owner of the intellectual property (2) posses the rights to
distribute the items, (3) and their Product must be different from mainstream Products in either form,
function, or design.
Handmade items are designed and created by the shops that sell them.
Craft Supplies & Parts are materials and tools intended for use in the creation of a new handmade or
invention.
6.3 Replictivity Shops are Independent Businesses: No Agency
You, as a User, and Replictivity are independent contractors, and no agency, partnership, joint venture,
employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Upon creating a shop, Users are considered independent business and are fully responsible for any and
all interactions, including but not limited to, transactions made between them and any other User.
Users are required to vet, verify, and inspect their Replictivity Shop to ensure that the information,
content, and workflow is correct and operable at all times; if they find a bug, they are required to
inform Replictivity Support. Replictivity is not a party to any conflict between Users.
6.4 Insurance
It is recommended that Users own and posses active personal or business insurance if they plan to
either hire workers, contract out jobs, or sell downloadable or physical products. The reason for this is
that, as a venue, Replictivity does not make any guaratees regarding the functionality or security of its
site, the content, or the ability and validity of its Users; therefore, any business disruption, theft from
contractors, security, conflict, or any and all problems, regardless of scope, are solely the Users’

responsibility and they will need to deal with their insurance provider and any and all opposing User
directly. All Users must waive Replictivity of any liable and hold it harmless as it is simply a venue
and is not involved directly in the interactions and transactions between Users.
6.5 Physical and Downloadable Products - Definitions & Requirements
Physical products, are items that are tangible.
Downloadable products can be purchased on Replictivity but cannot be downloaded or transfered
anywhere on the Replictivity platform, as Replictivity does not offer file hosting, storage, and transfer
Platform. Instead, the Buyer and Seller need to both agree on a venue off of Replictivity to transfer any
and all of their downloadable products and discuss beforehand, if applicable: any additional fees,
software compatability issues, and the copyright/license terms, etc. It is recommended that Users run
anti-spyware, anti-malware, anti-virus etc. software on the file before accepting the transfer.
Trust is an important part of our community. Users are required to be honest and meet the following
criteras when they list a product. Products that are in violation may be flagged and removed.
A)Description: Do not oversell your product. Be honest and straightforward. Describe your
product in depth and try to anticipate any questions the Buyer may have.
B) Quantity: You can only list the # of products you currently have in stock and available for
delivery right away. You may not list items that are “in progress” or will still need additional
time to be manufactured.
C) Keywords: These are used to help users navigate the Platform; do not plug in false
keywords or try to use it to manipulate search results. Only select keywords that are
meaningful and relevant to a product.
D)Shipping & Delivery: Describe your estimated shipping timeframe and if there is a unique
method of delivery (ie. for downloadable products).
E) Images: Only upload images that you own, have the rights to share, and are taken by you of
your product. Do not upload misleading images that may deceive the buyers from believing
that the product may have a particular feature, design, or functionality that it does not.
F) Accuracy: Your listing needs to be accurate and up-to-date at all times.
6.6 Jobs & Professional Platform - Definitions & Requirements
Professional Services (the “Jobs”) are fixed-priced contracts made solely between the Users.
Replictivity does not direct, oversee, or manage any of the interactions or transactions between Users
and is not a party to any of the agreements between Users; therefore, Replictivity cannot be held liable
for any conflict between Users. It is important for buyers to clarify upfront who will own the
rights to the product upon completion and/or get the contractor to sign either a Work-Made-For-
Hire, Copyright Agreement, or whatever Agreement would best suit their situation. Replictivity
does not own or posses the rights to any of the items created and thus cannot transfer ownership

rights. It is the Users’ responsibility to do their due diligence, research, and perhaps hire a 3rd
party with legal experience if necessary. It is recommended that Users run anti-spyware, anti-
malware, anti-virus etc. software on the file before accepting any transfers. Replictivity will not step
in and mediate arguments between Users as Replictivity is not a party to any agreement, contract,
invoice, or transaction made between users. It is solely the Users’ responsibility to clarify all the
terms before paying for an invoice.
User Classification: Buyer (the “Client”) assumed all liability for proper classification of the Seller
(the “Contractor”) as independent contractors or employees based on applicable legal guidelines. This
Replictivity Agreement does not create a partnership or agency relationship between the Buyer and
Seller. Users - both the Buyer and Seller - acknowledge that Replictivity does not, in any way,
supervise, direct, or control the Users’ work or Jobs performed in any manner. Replictivity does not set
the Users’ work hours and the location of work, nor is Replictivity involved in setting the amount of
compensation. Replictivity will not provide the Users with training or any equipment, labor or
materials needed for a particular Contract or Agreement. Replictivity will not deduct any amount for
withholding, unemployment, Social Security, or other taxes as it would in the case of an employee.
Users will be solely responsible for all tax returns and payments required to be filed with or made to
any federal, state, or local tax authority, in any nation.
Users agree to indemnify, hold harmless and defend Replictivity from any and all claims arising
out of or related to their Product, Job, or Content, including but not limited to claims that Seller
was misclassified as an independent contractor, any liabilities arising from a determination by a
court, arbitrator, government agency or other body that Freelancer was misclassified (including,
but not limited to, taxes, penalties, interest and attorney's fees), any claim that Replictivity was
an employer or joint employer of Seller, as well as claims under any employment-related laws,
such as those relating to employment termination, employment discrimination, harassment or
retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement
benefits, worker's compensation benefits, unemployment benefits, or any other employee
benefits.
Job Listings - Clients (the “Buyers”) can write and post Job Listings which expire every 7 days. Upon
expiration, the Client can opt to renew the Job Listing. Contractors should message the Buyer for
further information before they submit an estimated fixed-price bid for the project.
Estimated Bid Price - The bid is an estimated fixed-price for the project. It is subject to change. It is
highly recommended that Users create a written contract to define the specifications of the project,
including the fixed price, a breakdown of the deadlines, ownership, copyright, reparations, etc. before
engaging in any transactions with the other User. Clarification is key and Users should work together
to come up with amenable terms so that both parties can get what they want and believe is fair.
Active Contract - In Jobs, when Users enter into an “Active Contract” with one another. This term, as
used on Replictivity, simply means that the Users would like to become transaction partners. This
“Active Contract” is solely between the Client (the “Buyer”) and the Contractor (the “Seller”);
Replictivity, its owners, employees, and contractors, are not a party to any transactions, agreements, or
conlicts between Users. Until the User creates a written contract betwen both parties and pays for

a transaction, the “Active Contract” is merely empty words; by hiring the Contractor, the Client
is not agreeing that they will pay the entire Estimated Bid Price; it simply means that they are
interested in become transaction partners. Users can opt to create an unlimited number of contracts
between their transaction partner. (Ex: Seller A hires Seller B to make her a custom dress; she does this
by drafting Contract 1. The same Seller A can then hire Seller B for another project, such as making a
necklace, simply by creating Contract 2 between them.
Users can upload documents onto the “Active Contract” section of Replictivity. If there is sensitive
information listed on the Contracts, Users should make sure to black it out so it’s not visible and/or
choose to not upload it onto Replictivity (refer to section 5.3 Sensitive Information). In Active
Contracts, once both the Client and the Contractor “Approve” a document, it will be impossible to
remove; this is to allow the Users to have a history of all the documents that have been exchanged and
approved of by both users. To delete these documents, you can close and delete your Account and all
these Documents will be erased as well. Users are required to print, save, and maintain records of any
files and documents they upload through Replictivity.
Invoices - In Jobs, Users can create unlimited Invoices between them and their transaction partner.
Replictivity charges the Client (the “Buyer”) a finder’s fee for every transaction (please refer to 4.
Replictivity Fees and Payments for futher clarification). Users should clearly define and approve the
work requirements and expectations in each invoice before making a payment. Users are expected to
read the invoices in full and carefully before making a payment. Unless the Users have a written
contract signed by both parties stating otherwise, every single invoice is final and signifies the verified
completion of a specific segment of a project. If, in this case, it is found that the end product (sum of
all the segments) does not meet the Users’ original specifications, there will be no refunds for all past
invoices; the Client may only request a refund on the most recent Invoice (most recent segment
completed). This is why it is extremely important to define, clarify, and establish the requirements,
expectations, deadlines, and copyright/ownership in advance and get something in writing.
Users are required to print and maintain their own records; they should not and are not allowed
to depend on Replictivity as their only souce of storage of any record, file, text, content, or
information.
6.7 Reviews
Users are encouraged to leave honest reviews describing their experience with the Seller after they pay
for a Product or make a Service payment. Fake or endorsed reviews are not allowed on Replictivity.
6.8 Unique Content - “Hubs”
Users can create unlimited “Hubs” which are unique content for the purposes of lead generation and
increased user interaction. As long as it adheres to our Community Rules and is not plagerized, Hubs
can be anything that the Users are passionate about such as - Product Stories, Opinion Pieces, Industry
News, Tutorials, Q/A, Ideas & Diagrams, Usability Testing, Product Feedback, etc. The title,
description, and hyperlink of all Hubs are all optimized for SEO and Social Media; Users can also opt
to tag pertinent keywords to futher optimize their Hubs. Users are not allowed to create Hubs or write
comments for the purposes of causing harm, spaming, engaging in black hat SEO, fraud, defamation,

or anything illegal. Users can submit comments to give feedback on the content of the Hub. The
creator of the Hub can manage and delete any comment written about their Hub; this way, Users can
independently ensure that the comments are meaningful. Replictivity has, as its own discretion, the
right to remove any Hub at any time for any reason.
6.9 UX Challenges - Entries
Users can opt to enter their Products into UX challenge to see how their products rank against others,
obtain feedback, engage potential consumers, and gain increased visibility for their shop. These
challenges are completely optional and Users who opt to enter an entry must accept the following
terms as legally binding.
1. No Prizes: No money involved, no prizes, no incentive for winning a challenge.
2. Fixed: Once entered, you may not remove your challenge entry from a UX Challenge.
3. Votes: Users can vote for an unlimited number of entries in a contest, but can only give one vote per
entry. Should you do not like the total score that you’ve receive on your product, you cannot remove
your challenge entry.
4. Comments: Users agree to enter UX Challenges to receive constructive feedback; therefore,
comments may not be removed. You may report malicious comments to Replictivity.
5. Delete: If you truly wish to delete all your Challenge Entries, currently the only way to do so would
be to completely delete your entire Replictivity account.
Users agree to only enter products that they personally own, have the rights to, and are currently
available for sale in their shop. Every challenge has its own rules and Users may only submit products
that qualify under the rules of that Challenge.
7. Community Rules & Expectations
7.1 Community Expectations
Though we have a general list of items, behaviors, and content that are prohibited from being
uploaded, sold, either as a physical or downloadable product, or contracted out in a fixed price format
on the Replictivity Platform, items, behaviors, and content not on the list can still be prohibited IF they
appear to either break in full or part with any of the following requirements listed below.
1. Do no harm, whether directly or indirectly.
2. Adhere to the letter and spirit of the law.
3. Tolerance; no hate of any kind is permitted.
4. Honesty; do not lie, exaggerate, or misdirect.
5. Don’t spam.
6. Don’t post or try to sell creative works that aren’t yours.
7. Don’t post the same thing multiple times.
8. Don’t post feedback that is negative, bullish, or destructive.

We must enforce certain important criterias and restrictions on content, items, and behavior which can
jeopardize our users, threaten our infrastructure, or damage our community. If you believe an item
should be added to our list, please contact us at help@replictivity.com
7.2 LIST OF PROHIBITED PRODUCTS & JOBS:
These items can not be advertised, contracted out, or sold on the Replictivity Platform. To do so would
be a violation of this Agreement. Replictivity reserves the right to remove listings that we determine
are not within the spirit of Replictivity. Such listings will be removed from the site and the member’s
selling privileges may be suspended and/or terminated. If you see a listing that violates one of our
policis, report it by clicking the “Report” link in the listing. When we determine that there’s been a
policy violation, we email the seller to let them know tht the listing has been removed from the
Replictivity Platform. Though Replictivity will respond to any flagged items, we do not pre-screen any
products or jobs and therefore cannot make any guarantees, as stated prior.
1. Alcohol
2. Tobacco and other smokeable products
3. Drugs, medical drug claims about an item, drug paraphernalia
4. Genetically Modified Products (etc. glow in the dark plants, etc.)
5. Live Animals
6. Human remains or body parts
7. Items encouraging Illegal Activity
8. Pornography
9. Plagiarized Content or Products
10.Firearms, weapons, knives
11.Hazardous materials (for example: flammable, explosive, corrosive, poisonous, carcinogenic, etc.)
12.Pirated Property
13.Recalled Items
14.Real Estate
15.Stolen property or property with removed serial numbers
16.Motor vehicles (for example: automobiles, motorcycles, boats, travel trailers, etc.)
17.Items or listings that promote, support, or glorify hatred towards or otherwise demean people based
upon: race, ethnicity, religion, gender, gender identity, disability, or sexual orientation; including
items or content that promote, support or glorify acts of violence or harm towards self or others.
18.Viruses & Malicious Code
19. 3D Printed Weapons
20. 3D Printed Items that violate Copyright or Intellectual Property
6.3 Prohibited Actions & Behaviors
In addition to the list above, Users are not allowed to engage in any of the following behaviors or
actions listed below else they may have their account banned and deleted from Replictivity:
Malicious Bigotry:

Don’t promote violence or extreme hatred against individuals or groups ,on the basis of race, ethnic
orgin, religion, disability, genre, age, veteran status, or sexual orientation.
Username, URL, Conducting Business As: Abuse
Replictivity’s URLs (usernames) are for the use and enjoyment of our users. Don’t squat, hoar, collect,
trade, or sell Replictivity URLs, and don’t register a URL for the purpose of impersonating an
individual, organization or brand.
Spam: Do not sent messages, create content, or post listings that are not meaningful and accurate. If the
other party requests that you stop contacting them, please cease communications. Don’t use deceptive
means to generate revenue or traffic, or create blogs with the primary purpose of affilate marking.
Spam doesn’t belong on Replictivity.
Mass Registration and Automation: Don’t register accounts or post content automatically,
systematically, or programmatically.
Copyright, Trademark Infringement: Respect the copyrights and trademark of others. If you aren’t
authorized to use someone else’s copyrighted or trademarked work (either expressly or by legal
exceptions and limitations like fair use), don’t. It is our policy to respond to noticies of alleged
copyright infringement as per our User Agreement and the Digital Millennium Copyright Act.
Impersonation, Stalking, or Harassment: Treat the community the way you’d like to be treated. Don’t
trick other Users into beliving you’re someone you’re not.
Privacy Violations: Don’t use Replictivity to deceptively obtain personal information. Don’t post
content that violates anyone’s privacy, including personally identifying or confidential information like
credit card numbers, social security numbers, unlisted contact information, or private photos. Do not
share any information unless you have determined that it is not sensitive, that you have the right to
publish it, and that you are okay with having it available to the public.
Disruptions, Exploits, and Resource Abuse: Don’t attempt unauthorized use, disruption, or
exploitation of Replictivity.com or our other products and Platform, or otherwise abuse Replictivity’s
resources.
Unlawful Uses and Content: No illegal behavior is allowed, including fraud, phishing, or illegally
inciting violence.
Theft: Do not steal someone else’s ideas, content, property.
8. Legal
8.1 Authorization to Contact You
You agree to receive emails from Replictivity at any of the emails that we have collected from you as
authorized and described in our User Agreement , including emails that you have provided us, or that

we have obtained from third parties or collected by our own efforts. You agree that we may contact you
by sending you an email message for these purposes:
A)To contact you for reasons relating to your account or your use of our Platform (such as to collect a
debt, resolve a dispute, or to otherwise enforce our User Agreement) or as authorized by applicable
law.
B) To contact you for marketing, promotional, or other reasons that you have either previously
consented to or that you may be asked to conset to in the future.
We may share your contact information with our service providers (such as billing or collections
companies) who we have contracted with to assist us in pursuing our rights or performing our
obligations under the User Agreement, our policies, or any other agreement we have with you. We will
not share your contact information with non-affliated third parties for purposes without your consent.
8.2. Content License
Replictivity does not claim ownership rights to your content. You grant Replictivity a license solely to
enable Replictivity to use any information or Content you supply Replictivity with, so that Replictivity
is not violating any rights you might have in that Content. Content includes anything that you opt to
share, enter, perform or utilize on the Platform in any manner, such as Hubs, Product Listings Jobs
Listings, UX Challenges etc. You grant Replictivity a non-exclusive, worldwide, perpetual irrevocable,
royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and
databse rights (but no other rights) you have in the Content, in any media now known or not currently
known, with respect to your Content. You agree to allow Replictivity to store, translate, or re-format
your Content on Replictivity and display your Content on Replictivity in any way Replictivity chooses.
Further, to the fullest extent permitted under applicable law, you waive your moral rights and promise
not to assert such rights against us, our sublicensees or assignees.
You represent and warrant that none of the following infringe any intellectual property right: your
provision of content to us, your posting of content using the Platform and our use of such content
(including of works derived from it) in connection with the Platform.
8.3 Disclaimer of Warranties; Limitation of Liability
We try to keep our Platform safe, secure, and functioning properly, but we cannot guarantee the
continuous operation of or access to our Platform. Updates such as, but not limited to: money spent,
money earned, messages, and invoices and other notification functionality on Replictivity may not
occur in real time. Such functionality is subject to delays beyond Replictivity’s control.
You agree that you are making use of our Platform at your own risk, and that they are being provided
to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable
law, we exclude all express or implied warranties, terms and conditions including, but not limited to,
implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In addition, to the extent permitted by applicable law, we (including our owners, affiliates, employees,
and contractors) are not liable, and you agree not to hold Replictivity responsible, for any damages or

losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible
losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
1 your use of or your inability to use our Platform;
2 pricing, user vetting tools, and/or other functionalities provided by Replictivity
3 delays or disruptions in our Platform;
4 viruses or other malicious software obtained by accessing, or linking to or out of, our Platform;
5 glitches, bugs, errors, or inaccuracies of any kind in our Platform;
6 damage to your hardware device from the use of any Platform;
7 the content, actions, or inactions of third parties, including items listed using our Platform or
the destruction of allegedly fake items;
8 the duration or manner in which your listings appear in search results or will be featured on the
homepage,
9 your need to modify practices, content, or behavior or your loss of or inability to do business,
as a result of changes to this User Agreement or our policies.
10 any interactions made between Users regardless. Replictivity is not a party to any conflict,
transaction, or agreement between Users.
11
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third
party is limited to the greater of (a) any amounts due under and up to the price of the transaction paid
directly to Replictivity (which does not include the price paid to the seller) for the item sold (b) the
amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to
the action giving rise to the liability, or (c) $10.
8.4 No Guarantees
Replictivity does not guarantee continuous, uninterrupted access to the Platform, and operation of the
Platform may be interfered with by numerous factors outside of Replictivity’s control.
8.5 Indemnity
You will indemnify and hold us (the owners, our affiliates and subsidiaries, and our and their
respective officers, directors, employees, agents) harmless from any claim or demand, including
reasonable legal fees, made by any third party due to or arising out of your breach this Agreement,
your improper use of the Replictivity Platform or your breach of any law or the rights of a third party.
8.6 Release
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and
our and their respective officers, directors, employees and agents) from claims, demands and damages
(actual and consequential) of every kind and nature, known and unknown, arising out of or in any way
connected with such disputes. In entering into this release you expressly waive any protections
(whether statutory or otherwise) that would otherwise limit the coverage of this release to include

only those claims which you may know or suspect to exist in your favor at the time of agreeing to
this release.
8.7 Choice of Law
You agree that the laws of the State of California, without regard to principles of conflict of laws, will
govern the User Agreement and any claim or dispute that has arisen or may arise between you and
Replictivity, except as otherwise stated in the User Agreement.
8.8 Severbility
If any provision of this User Agreement is held unenforceable, then such provisions will be modified to
reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and
effect.
8.9 Proprietary Rights Infringement
Replictivity will fulfill the requirements of the United Stets Digital Millennium Copyright Act, 17 USC
Section 512(c). If you are a proprietary rights owners and you believe someone is using Replictivity to
infringe on your proprietary rights, you may provide Replictivity with the notice described below (the
“Notice”) by email to: legal@replictivity.com or by postal mail to: P.O. Box #927322, San Diego, CA
92192. In response to your Notice, Replictivity may remove or disable access to the allegedly
infringing material, or suspend implicated Replictivity accounts. Please keep in mind that you may be
liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is
infringing. If we remove or disable access, we will attempt to acontact the owner of the allegedly
infringing material so that the owner may provide a counter notification the (“Counter Notice”) as
described below. If you have questions about whether certain proprietary rights are valid or
whether certain material is infringing, you should contact an attorney.
Notice of Infringement - Requirements
1. Identify the proprietary rights that you claim are infringed. Provide a URL or link to where the
material is located, if possible.
2. Identify the website, webpage, posting, profile, feedback, or other work that you claim infringes
your proprietary rights. Provide information reasonably sufficient to enable us to locate it.
3. Identify yourself by name. Provide your address, telephone number, and email address.
4. Provide contact information for the owner or administrator of the allegedly infringing work, if
possible. Provide a URL or link if possible.
5. If sent by email, the User must provide a handwritten & signed image of the statement above and
attach it to the email.
A)Include the following statement: “I have a good faith belief that use of the material in the
manner described is not authorized by the owner of the exclusive proprietary right, its agent,
or the law.”
B) Include the following statement: “The information in this notice is accurate.”
C) Include the following statement: “I swear, under penalty of perjury, that I am authorized to
act on behalf of the owner of the exclusive proprietary right that is allegedly infringed.”

D)Include the following statement: “I understand that Replictivity, its owners and affiliates, are
not a party to this dispute and I agree to waive them of all liability and responsibility.
E) Sign and date the Notice.
Counter Notice (the “Response”):
The owner or administrator of the allegedly infringing material may provide oDesk with a Counter
Notice by email to: legal@replictivity.com or by postal mail to: P.O. Box #927322, San Diego, CA
92192. The Counter Notice fulfills the requirements of the United States Digital Millennium Copyright
Act, 17 USC Section 512(g)(3). In response to your Counter Notice, Replictivity may reinstate the
allegedly infringing material. You may be liable for damages (including costs and attorneys’ fees) if
you materially misrepresent that material is not infringing the proprietary rights of others.
Please include the following items in your Counter Notice, and number them as follows:
1. Identify the website, webpage, posting, profile, feedback, or other material that Replictivity has
removed or to which Replictivity has disabled access. Identify the location at which the
material appeared before it was removed or access to it was disabled.
2. Identify yourself by name. Provide your address, telephone number, and an email address
where we can contact you.
3. Include a statement that you consent to the jurisdiction of the Federal District Court for the
judicial district in which your address is located (or San Diego, California, if your address is
outside the United States), and that you will accept service of process from the person who
provided the Notice or from an agent of that person.
4. If sent by email, the User must provide a handwritten & signed image of the statement above
and attach it to the email.
A) Include the following statement: “I swear, under penalty of perjury, that I have a good faith
belief that each website, webpage, posting, profile, feedback or other material identified
above was removed or disabled as a result of a mistake or misidentification of the material
to be removed or disabled.”
B) Include the following statement: “I understand that Replictivity, its owners and affiliates,
are not a party to this dispute and I agree to waive them of all liability and responsibility.
5. Sign and date the Counter Notice.
8.10 No Waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waive
of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless
such party issues an express written waiver, signed by a duly authorized representative of each party.
8.11 Assignability:
User may not assign this Agreement, or anyo f its rights or obligations hereunder, without
Replictivity’s prior written consent in the form of a written instrument signed by a duly authorized
representative of Replictivity.
9. Ownership & Copyright of Replictivity LLC

9.1 Ownership & Intellectual Property
The Platform and any services, tools, and functionalites that you see and use on www.replictivity.com
are owned by Replictivity LLC and its structure, organization, code, concept, idea are the valuable
trade secrets of Replictivity and its owners. You also agree not to reverse engineer, decompile,
disassemble or otherwise attempt to discover the source code of the Platform so you can replicate it.
You may not use our trademark in any manner that would negatively affect our Replictivity brand.
10. Termination
10.1 Replictivity Service
Replictivity reserves the right to modify or terminate the Replictivity Platform for any reason, without
notice, at any time. Replictivity reserves the right to alter these User Agreements or other Platform
policies at any time, so please review the policies frequently.
10.2 Contacting Us:
Users can contact us at P.O. Box #927322, San Diego, CA 92192 or at support@replictivity.com

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