Republic Core Terms of Service

1. General Terms and Conditions

1. Description. The Site: permits prospective investors ("Investors") to independently review and purchase a security interest (each, a "Security Interest") in investment opportunities hosted on the Site (each, an "Investment Opportunity"). As used in this Agreement, "User" means all users of the Site (whether Investor, Issuers, or other parties), and the "Republic Core Parties" means Republic Core and all of its affiliated entities,
2. Changes to this Agreement. You understand and agree that Republic Core may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the appropriate link on the Site. The revised Agreement will become effective at the time of posting, and your use of the Site after such time will constitute your acceptance of the revised Agreement. If any change to this Agreement is not acceptable to you, then your sole remedy is to stop using the Site. For the avoidance of doubt, the terms of any Investment Opportunity and the Security Interests offered therein will be controlled by the Investment Opportunity’s offering documents ("Investment Offering Documents").
3. Consideration. Republic Core currently provides you with access to the Site for free. In return for enjoying this free access, you acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase the value of Republic Core from your use of the Site, and you will have no right to share in any such revenues, goodwill or value whatsoever. However, we may charge you fees for certain uses of the Site. We will notify you of any such fees before you have an obligation to pay them.
4. Privacy Policy. Use of the Site is also subject to Republic Core’s Privacy Policy, which is incorporated into this Agreement by reference.
5. Eligibility. You must be at least 18 years old to use the Site. By agreeing to this Agreement, you represent and warrant to us that: (i) you are at least 18 years old; (ii) you have not previously been suspended or removed from the Site; and (iii) your registration and use of the Site is in compliance with any and all applicable laws and regulations.
6. Mobile Sites. The Site is accessible via a mobile phone, tablet or other wireless device through web application as well as iOS application (collectively, "Mobile Sites"). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Sites. You are solely responsible for all costs you incur from accessing the Mobile Sites. In addition, downloading, installing or using certain Mobile Sites may be prohibited or restricted by your mobile carrier, and not all Mobile Sites may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Sites are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Sites, and how much use of the Mobile Sites will cost you. All use of the Site and the related Mobile Sites must be in accordance with this Agreement, and references to the Site includes the Mobile Sites for the purposes of this Agreement.

2. Registration; Profiles

1. Log-In Credentials. You may access the Site generally and/or browse generally without registering with the Site. In order to access certain features of the Site, including viewing Investment Opportunities, you must register to create a User profile ("Profile") and meet all applicable criteria identified on the Site, if any.
2. Profile Security. You are responsible for the security of your Profile, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify us immediately at legal@republic.co if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Profile. You are solely responsible for updating any and all pertinent registration information included in your Profile. Republic Core reserves the right in its sole discretion to refuse registration of or cancel a username at any time in its sole discretion and without any liability to you. You will not share your password, let anyone else access your Profile, or do anything else that might jeopardize the security of your Profile. You will not transfer your Profile to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to Republic Core and other Users by any use of your Profile, either authorized or unauthorized. We will not be liable for any loss or damage arising from unauthorized use of your credentials. Separate log-in credentials may be required to access Third-Party Sites (defined in Section ‎11 below).
3. Accuracy of Information. You must complete the registration process by providing us with current, complete and accurate information. You agree to maintain accurate, complete, and up-to-date information in your Profile. By creating a Profile, you acknowledge and agree that you are doing so out of a genuine interest in participating in an Investment Opportunity and/or contributing to a Rewards Campaign and that you are not intentionally creating a Profile to be used for deceptive or unlawful purposes. We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Profile if activities occur on your Profile that, in our sole discretion, would or might constitute a violation of this Agreement, cause damage to or impair the Site, infringe or violate any third-party rights, damage or bring into disrepute the reputation of Republic Core, or violate any applicable laws or regulations. If messages sent to the email address you provide are returned as undeliverable, then we may suspend or terminate your Profile immediately without notice to you and without any liability to you or any third-party.
4. Parallel Account. OpenDeal Inc. dba Republic owns Republic Core. Those persons who create a new account and become Users of the Site as of the Effective Date of this Agreement are automatically made a parallel account at republic.com for Republic’s funding portal (a "Republic Platform Account"). Republic Platform Accounts are subject to the terms of service and privacy policy of Republic. You may opt out of marketing emails from through your Republic Platform Account by going to republic.com/settings/email-preferences.
5. Password Reset; Account Access. If you lose access to your Republic Platform Account and wish to regain access, whether as a result of a forgotten password or otherwise, you will be able to reset your password, however, in certain instances, including but not limited to those listed below, you will be required to re-authenticate your identity. This may require sending additional personal identifying information for verification or additional liveness test.
   • You are unable to access the email account associated with your Republic Platform Account.
   • You are able to access the email account associated with your Republic Platform Account, but did not receive the password reset email.
   • You have 2FA enabled and are unable to access your authenticator app and the backup codes supplied during 2FA setup. 
   Republic in its sole discretion may deny requests to regain account access, but generally will only deny such requests if it detects fraud or some other misconduct. Any attempts to sell or transfer a Republic Platform Account may result in denial of service and potential criminal liability.

3. Republic Notes; Republic Wallets.

1. If you subscribe to make a purchase of, purchase or otherwise acquire Republic Notes, you will be able to view your position in the Investments section of your portfolio. There you will see a combination of all Republic Note offering subscriptions and grants associated with your Republic account.
2. In the Wallet section of your portfolio, you can view the total Republic Notes that we will distribute to you when Republic Note digital assets are distributed.
3. Republic may also provide you with a digital asset wallet (for Republic Notes and other types of digital assets, which integrate with and/or are based on independent third party blockchain platform(s) (e.g., the Algorand blockchain service platform) (“Republic Wallet”), subject to our policies, procedures, and documentation relating to the Republic Wallet. Blockchain related technologies, platforms, and services are decentralized and supported by independent third parties, which we do not own, control, or operate. The Republic Wallet is a tool designed to facilitate your management and use of digital assets relying on the blockchain, but does not eliminate the risks relating to the blockchain and related digital assets, which you should independently assess and which we disclaim liability for under this Agreement. Subject to the other provisions of this Section and the Agreement, including Sections 11 and 15, you can manage and/or facilitate holding, tracking, sending, and/or receiving your Republic Note holdings and/or other eligible blockchain digital assets through your Republic Wallet, although certain features may be limited, and features may be added or removed, from time to time. In addition, for regulatory and risk reasons, as determined by Republic Core in its sole discretion, certain prohibitions or restrictions may apply to your Republic Notes and/or other digital assets and may be hardwired into the Republic Wallet or otherwise limited. The Republic Wallet is powered through our partnership with independent third parties, which may include Aikon, Comakery, Coincover, and Wyre, who we do not control and are not responsible. The Republic Wallet may also be linked to other accounts you provide as and if supported by the Republic Wallet. We do not guarantee or ensure assets or transactions relating to the blockchain or the third party platforms, services, or partners described above or otherwise underlying the Republic Wallet, or digital assets. By using the Republic Wallet, you acknowledge and agree that the transaction details you submit or request may not be completed, or may be substantially delayed, by third parties or other factors outside of our control. Also, third party valuations, fees, costs, and/or amounts are non-binding estimates (unless expressly provided otherwise), and actuals may vary based on factors, including, but not limited to, network congestion, delays, or other fluctuations. The Republic Wallet is non-custodial -- it does not store or transmit digital assets, but is designed to help you facilitate your management and certain transactions relating to digital assets, and related third party services which are also subject to the other provisions of this Agreement, including Sections 11 and 15. You are responsible for being the custodian of your digital assets, and how you set up the Wallet will impact its functions and features. See our on-line documentation for more details, which are subject to change.
4. You are solely responsible for maintaining the security of your passwords, private keys, and any mnemonic (backup) phrase associated with your Republic Wallet and related digital assets. You must keep that information secure. Failure to do so may result in the loss of control of the underlying assets or transfers. We generally cannot assist with retrieval of passwords, keys, phrases, or other information outside of our possession or control, including blockchain related passwords and keys. If you have not safely stored a backup or fail to remember, you accept and acknowledge that digital assets may become inaccessible and unrecoverable by you, and you agree we are not responsible for that in any way. You are strongly advised to take precautions in order to avoid loss of access to and/or control of your Republic Wallet and related digital assets.
5. For clarity, references to the “Site” include the Republic Wallet, unless the context clearly requires otherwise.

4. Investor Requirements

1. Eligibility Requirements. Investment Opportunities offered on this Site are only available to investors who are "Accredited Investors" as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and for certain Investment Opportunities, non-accredited investors subject to certain limitations as set forth under Regulation A (17 C.F.R. §230.251 et seq.) under the Securities Act (such non-accredited investors, "Qualified Purchasers", as defined by as defined by Rule 251(d) under the Act under the Securities Act, Qualified Purchasers" as defined by Section 2(a)(51)(A) of the 1940 Act, and/or non-U.S. persons as set forth under Regulation S (17 CFR § 230.902 et seq.) under the Securities Act (such non-U.S. persons, "Foreign Purchasers"). Before you can invest in any of the Investment Opportunities on the Site, you must register with the Site and qualify either as an Accredited Investor, Qualified Purchaser or Foreign Purchaser, as applicable. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify that you are qualified to invest in Investment Opportunities posted on this Site, which may be done through a third-party service. You acknowledge and agree that all information you provide for the registration is complete, accurate and not misleading, and that you have a genuine interest in participating in an Investment Opportunity. You understand, acknowledge and agree that Republic Core and other parties are relying on your statements made on the Site and that any willfully false statement made by a you is sufficient cause for suspension or termination of your Profile, rejection of eligible investor status, along with other legal causes of action, by Republic Core or third parties.
2. Additional Obligations. Investors will be required to enter into further agreements and make further representations prior to completing any investment, as outlined in the relevant Investment Offering Documents.
3. Limitations on Qualified Purchases for Offering pursuant to Reg A+. By registering with the Site for purposes of subscribing to Investment Opportunities as a Qualified Purchaser for an offering pursuant to Reg A+, you represent and warrant that the aggregate purchase price to be paid by you for securities purchased on this Site (including the actual or maximum estimated conversion, exercise, or exchange price for any underlying securities that have been qualified) is no more than ten percent (10%) of the greater of your (i) annual income or net worth, if a natural person with annual income and net worth for such natural person purchasers determined as provided in Rule 501 of Regulation D under the Securities Act or (ii) revenue or net assets for your most recently completed fiscal year end, if a non-natural person.
4. Obligation to Disclose Change in Eligibility. You agree that, should any material changes occur that might affect your status as either an Accredited Investor, Qualified Purchaser (whether for the purposes of the Securities Act or the 1940 Act) or Foreign Purchaser, as applicable, you shall immediately provide Republic Core with notice in writing; further, upon participating in each Investment Opportunity, you agree to represent to the validity of your previous disclosures or provide complete, accurate and not misleading updates to your previous disclosures, including providing any necessary documentation to verify the foregoing.

5. Investment Opportunities

1. Federal securities law requires securities sold in the United States to be registered with the U.S. Securities and Exchange Commission ("SEC"), unless the sale qualifies for an exemption. The securities offered on the Site for U.S. investments have not been registered under the Securities Act, in reliance on the exemptions provided under Section 4(2) of the Securities Act and Rule 506 of Regulation D, Regulation A, and/or Regulation S, promulgated thereunder. All subscription funds are held in escrow until a campaign successfully achieves its goal and the investment round is closed.
2. Investment overviews on the Site contain summaries of the purpose and principal terms of the Investment Opportunities. Such summaries are intended for informational purposes only, are not intended as a promise or indication of future results or performance and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such Investment Opportunity.
3. The securities offered on the Site are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with Investment Opportunities, including the risk of complete loss of your investment. Securities sold through the Site may not necessarily be publicly traded and, therefore, may be illiquid unless registered with the SEC. Such securities will be subject to restrictions on resale or transfer including holding period requirements. Investing in Investment Opportunities offered on the Site requires high risk tolerance, low liquidity need, and long-term commitments. Investors must be able to afford to lose their entire investment. Securities are not deposits into an account, not FDIC insured, may lose value, and there is no bank guarantee.
4. No governmental agency has reviewed the Investment Opportunities posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure or the fairness of the terms of any Investment Opportunity. NEITHER REPUBLIC CORE NOR ANY OF ITS AFFILIATES PROVIDE LEGAL ADVICE, GENERALLY AND WITH RESPECT TO INVESTMENT OPPORTUNITIES ON THE SITE. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY INVESTMENT OFFERING DOCUMENTS AND ASK REPUBLIC CORE ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
5. Republic Core is not a registered broker-dealer, funding portal, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through Investment Opportunities. Republic Core does not recommend or otherwise suggest that any Investor make an investment in a particular Investment Opportunity. If a registered broker-dealer, financial advisor or other intermediary receiving compensation is participating in an Investment Opportunity, such participation will be clearly disclosed in the relevant Investment Offering Documents.
6. If you are located outside of the United States, you use or access the Site solely at your own risk and initiative. The Site is controlled and operated from facilities within the United States. Republic Core makes no representations that the Site is appropriate or available for use in any other jurisdictions. Accessing the Site is prohibited from territories where the content on the Site is prohibited. Investment Opportunities are only directed at, or intended for purchase or investment by, investors in jurisdictions that permit general solicitation of unregistered securities. This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you.
7. The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation to sell securities referred to on this Site (i) by anyone in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of and to observe all the applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. Subscriptions to invest in any Investment Opportunity referred to on this Site must only be made on the basis of the Investment Offering Documents relating to that specific Investment Opportunity.

6. Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act

1. The Federal Electronic Signatures in Global and National Commerce Act ("ESIGN") and similar state laws, particularly the Uniform Electronic Transactions Act ("UETA"), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When a potential investor registers on the Site, we obtain his, her or its consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements.
2. Your use of electronic signatures to sign documents on the Site, including, without limitation, subscription agreements for Investment Opportunities and related Investment Offering Documents, legally binds you in the same manner as if you had manually signed such documents. No certification authority or third-party verification is necessary to validate any electronic signature and the lack of such certification or verification will not in any way affect the enforceability of such signatures or documents. The use of electronic versions of such documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site’s electronically stored copies of these documents or this Agreement in any proceeding arising out of these documents or this Agreement.
3. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Republic Core shall have a reasonable period to effect such a change and Republic Core may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

7. Intellectual Property

1. License. Subject to your complete and ongoing compliance with this Agreement, Republic Core hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Site solely in strict compliance with the provisions of this Agreement and as permitted by the functionalities of the Site available to you.
2. Content. The content that Republic Core provides to you on the Site, including, without limitation, any text, graphics, software, interactive features, information or other materials, is protected by copyright or other intellectual property rights and owned by Republic Core or its licensors (collectively, the “Republic Core Content”). Moreover, Republic Core or its licensors own all design rights, database and compilation rights and other intellectual property rights in and to the Site, in each case whether registered or unregistered, and any related goodwill. We grant the operators of public search engines, permission to use spiders and application programming interfaces to copy non-password protected Republic Core Content from the Site for the purposes of creating publicly available, searchable indices of the materials, including caches or archives of such materials, and for traffic metrics per our robots.txt file and sitemap.xml file.
3. Marks. The Republic Core trademarks, service marks and logos (collectively, the “Republic Core Trademarks”) used and displayed on the Site are Republic Core’s registered and/or unregistered trademarks or service marks (or those of an affiliate to which Republic Core has a license for such use). Any other product and service names located on any part of the Site may be trademarks or service marks owned by third parties (collectively with the Republic Core Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage Republic Core or the applicable third-party, Republic Core’s or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without Republic Core’s prior express written consent. All goodwill generated from the use of any Republic Core Trademark will inure solely to Republic Core’s benefit.
4. Restrictions. Republic Core hereby reserves all rights not expressly granted to you in this Section ‎‎7. Accordingly, nothing in this Agreement or on the Site will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Site or any Republic Core Content or Trademarks located or displayed on or within the Site.

8. User Content

1. General. Certain features on the Site may allow you to submit or upload (collectively, "Submit") content to the Site, such as Profile content or other materials subject to intellectual property or similar laws (“User Content”). For all User Content that you Submit to the Site, you hereby grant us (and those we work with) an assignable, sublicensable, royalty free, fully paid-up, worldwide license to use, exploit, host, store, transmit, reproduce, modify, create derivative works of (such as those resulting from changes we make so that your User Content works better with our Site), publish, publicly perform, publicly display, and distribute such content; provided that we will not share with other Users any User Content that you Submit to the Site that is not viewable by other Users based on any privacy settings available on the Site. The rights you grant in this Section ‎8(a) are for the purpose of operating, promoting, and improving our Site and business and this license continues even if you stop using our Site.
2. You Must Have Rights to the Content You Submit. You represent and warrant that: (i) you own the User Content Submitted by you or otherwise have the right to grant the license set forth in this Agreement; (ii) the Submission of your User Content and the use of the same as contemplated in this Agreement does not and will not violate any right of any third-party; (iii) the Submission of your User Content and our use of such User Content as authorized in this Agreement will not require us to pay any amounts or provide any attribution to any third parties; and (iv) the Submission of your User Content or our use thereof as authorized in this Agreement does not result in a breach of contract between you and any third-party.
3. Disclaimer. We are under no obligation to edit or control User Content that you Submit, and will not be in any way responsible or liable for any User Content available on or through the Site. Republic Core may, however, at any time and without prior notice, screen, remove, edit or block any User Content on the Site that in our sole judgment violates this Agreement or is otherwise objectionable, such as, without limitation, User Content that Republic Core determines is or could be interpreted to be abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar or otherwise inappropriate (collectively, “Objectionable Content”). Further, we may, in our sole discretion, take any action we deem necessary and/or appropriate against any User who Submits Objectionable Content, including, but not limited to, warning the User or suspending or terminating the User’s Profile.

9. Notice and Procedure for Making Claims of Intellectual Property Infringements

1. Respect of Third-Party Rights. Republic Core respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on or through the Site.
2. Repeat Infringer Policy. Republic Core’s intellectual property policy is to (i) remove or disable access to material that Republic Core believes in good faith or upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third-party by being made available through the Site; and (ii) remove any User Content uploaded to the Site by “repeat infringers.” Republic Core considers a “repeat infringer” to be any User that has uploaded User Content or Feedback (as defined in Section ‎11) to or through the Site and for whom Republic Core has received more than two takedown notices in compliance with the provisions of 17 U.S.C. § 512 with respect to such User Content or Feedback. Republic Core has discretion, however, to terminate the Profile of any User after receipt of a single notification of claimed infringement or upon Republic Core’s own determination.
3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Site has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by Republic Core with the User alleged to have infringed a right you own or control, and you hereby consent to Republic Core making such disclosure. Your communication must include substantially the following:
   1. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
   2. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
   3. Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Republic Core to locate the material;
   4. Information reasonably sufficient to permit Republic Core to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted;
   5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
   6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
      You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
4. Designated Agent Contact Information. Republic Core’s designated agent for receipt of Notifications of Claimed Infringement (the "Designated Agent") can be contacted at:
   Republic Core
   ATTN: Legal Department, Republic core
   149 Fifth Ave, 10th Floor
   New York, NY 10005
   E-mail: legal@republic.co
5. Counter Notification. If you receive a notification from Republic Core that material made available by you on or through the Site has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Republic Core with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Republic Core’s Designated Agent through the methods identified in Section ‎8(d) and include substantially the following information:
   1. A physical or electronic signature of the User;
   2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
   3. A statement under penalty of perjury that the User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
   4. The User’s name, address and telephone number, and a statement that the User consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the User’s address is outside of the United States, then for any judicial district in which Republic Core may be found, and that the User will accept service of process from the person who provided the Notification of Claimed Infringement or an agent of such person.
      A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Republic Core in response to a Notification of Claimed Infringement, then Republic Core will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Republic Core will replace the removed User Content or Feedback or cease disabling access to it in 10 business days, and Republic Core will replace the removed User Content or Feedback and cease disabling access to it not less than ten (10), nor more than fourteen (14), business days following receipt of the Counter Notification, unless Republic Core’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material on Republic Core’s system or network.
7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:
   [a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Republic Core relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. 17 U.S.C. § 512(f).
8. Republic Core reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

10. Restrictions on Use of the Site

Without limiting any other terms of this Agreement, you agree not to (and not to attempt to):

1. decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up the Site;
2. use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or any activity conducted thereon;
3. delete or alter any material Republic Core makes available on the Site;
4. frame or link to any of the materials or information available on the Site;
5. use or exploit any Trademarks or Republic Core Content in any manner that is not expressly authorized by this Agreement;
6. access, tamper with or use non-public areas of the Site, Republic Core’s (and its hosting company’s) computer systems and infrastructure or the technical delivery systems of Republic Core’s providers;
7. provide any false information to Republic Core;
8. create a false identity or impersonate another person or entity in any way;
9. restrict, discourage or inhibit any person from using the Site;
10. use the Site, without Republic Core’s prior express written consent, for any unauthorized purpose;
11. gain unauthorized access to the Site, other Users’ Profiles or to other computers or websites connected or linked to the Site;
12. transmit to the Site any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Site or communications equipment and computers connected thereto;
13. violate any federal, state or local laws or regulations or the terms of this Agreement; or assist or permit any person in engaging in any of the activities described above.

11. Third-Party Sites and Services

The Site may contain links to or integration with third-party websites, networks, platforms, or services (“Third-Party Sites”). These links and integration are provided only as a convenience to you. The inclusion of any link or integration is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Republic Core of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Republic Core be responsible for the information contained on any Third-Party Sites, the acts or omissions of any Third-Party Site, your use of or inability to use any Third-Party Sites, or any investment or other losses relating Third-Party Sites. You acknowledge and agree that Republic Core shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, information, material, goods, products, or services available through any Third-Party Site or any related resources or assets (whether physical or virtual, such as blockchain related digital assets, or other assets). YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE CONTENT, INFORMATION, MATERIAL, GOODS, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE OR ENABLED THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION. Your access and use of the Third-Party Sites are governed by the terms of use and privacy policies of the individual Third-Party Sites. We strongly encourage you to carefully review the terms of use and privacy policies of any Third-Party Sites from which you access through our Site (including the Republic Wallet).

12. Feedback

13. Dispute Resolution

1. General. In the interest of resolving disputes between you and Republic Core in the most expedient and cost-effective manner, you and Republic Core agree that any dispute arising out of or in any way related to this Agreement or your use of the Site will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this Agreement or your use of the Site, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND REPUBLIC CORE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
2. Exceptions. Notwithstanding Section ‎13(a) above, nothing in this Agreement will be deemed to waive, preclude or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
3. Arbitrator. Any arbitration between you and Republic Core will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879 or by contacting Republic Core. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of this binding arbitration agreement.
4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”). Republic Core’s address for Notice is: Republic Core Publishing, Inc., ATTN: Legal Department, Republic, 149 Fifth Ave, 10th Floor, New York, NY 10005 or by email at legal@republic.co Attn: Legal Department. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice is received, then you or Republic Core may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Republic Core must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Republic Core prior to selection of an arbitrator, then Republic Core will pay you the highest of the following: (1) the amount awarded by the arbitrator, if any; (2) the last written settlement amount offered by Republic Core in settlement of the dispute prior to the arbitrator’s award; or (3) $15,000.
5. Fees. If you commence arbitration in accordance with this Agreement, then Republic Core will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco, California, but if the claim is for $15,000 or less, then you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Republic Core for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
6. No Class Actions.
   YOU AND REPUBLIC CORE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Republic Core agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
7. Modifications to this Arbitration Provision. Except as otherwise provided in this Agreement, if Republic Core makes any future change to this arbitration provision, other than a change to Republic Core’s address for Notice, then you may reject the change by sending us written notice within thirty (30) days of the change to Republic Core’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Republic Core.
8. Enforceability. If Section ‎13(f) above is found to be unenforceable or if the entirety of this Section ‎13 is found to be unenforceable, then the entirety of this Section ‎13 will be null and void.

14. Limitation of Liability and Disclaimer of Warranties

15. Third-Party Disputes

ANY DISPUTE YOU HAVE WITH ANY THIRD-PARTY, INCLUDING OTHER USERS OR THIRD PARTY SITES, IN CONNECTION WITH YOUR USE OF THE SITE IS DIRECTLY BETWEEN YOU AND SUCH THIRD-PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE THE REPUBLIC CORE PARTIES FROM ANY AND ALL 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.

17. Term and Termination of the Agreement

1. Term. As between you and Republic Core, the term of this Agreement commences on your first use of the Site and continues until the termination of this Agreement by either you or Republic Core.
2. Suspension, Termination and Cancellation. You may terminate this Agreement by sending written notification to us at legal@republic.co and terminating your use of the Site. We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Site or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third-party on or through the Site. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.
3. Survival. Sections. 1(b), ‎1(c), ‎2(b), ‎2(d), ‎4(a), 5, 6, ‎7(b), 7(c), ‎7(d), 8, ‎9, ‎10, ‎11, ‎12, ‎13, ‎14, ‎15, 16, this ‎17(c), ‎18, ‎19 and 20 and all defined terms used therein will survive the termination of this Agreement indefinitely.

18. Consent to Electronic Communications.

By using the Site, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

19. Miscellaneous

This Agreement is governed by the internal substantive laws of the State of California without respect to its conflict of laws provisions. You agree that no joint venture, partnership, employment or agency relationship exists between you and Republic Core as a result of this Agreement or use of the Site. If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Failure of Republic Core to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against Republic Core unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. This Agreement constitutes the entire agreement between you and Republic Core with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. The Section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder without the prior express written consent of Republic Core. “Assign” as used in the prior sentence includes any changes of control or sale of stock or assets of any Organization. Republic Core may assign this Agreement, including all its rights hereunder, without restriction. This Agreement may only be amended in a writing signed by you and an authorized representative of Republic Core, except as provided in Section ‎1(b). You acknowledge and agree that you have had the opportunity to consult legal counsel in connection with this Agreement even if you chose not to do so, and this Agreement will not be construed against you or Republic Core as drafter.

20. Contact Us

If you would like to contact us for any reason email us at legal@republic.co.