Terms of Service

NowRep (“NowRep,” “we,” “us,” or “our”) provides a software-as-a-service platform that talent agencies and similar businesses use to manage their rosters, bookings, packages, billing, and portfolio sites (the “Service”).

These Terms of Service (the “Terms” or this “Agreement”) are a contract between NowRep and the business that signs up for the Service (the “Customer,” “you,” or “your”). They govern the Customer’s access to and use of the Service.

By creating an account, accepting an order form, paying for a subscription, or otherwise using the Service, you agree to these Terms. If you are accepting these Terms on behalf of an organisation, you warrant that you have authority to bind that organisation, and references to “Customer” and “you” mean both you personally and the organisation.

If you do not agree to these Terms, do not use the Service.

In addition to terms defined elsewhere in this Agreement, the following terms have the meanings set out below.

• “Authorised User” means an individual the Customer authorises to access and use the Service on the Customer’s behalf, typically a member of the Customer’s team. Authorised Users access the Service under user accounts that the Customer creates and manages.
• “Customer Data” means any data, content, or material that the Customer or its Authorised Users upload, transmit, store, generate, or otherwise process through the Service, including Talent profile data, portfolio media, identity documents, contracts, notes, bookings, packages, invoices, and any other content the Customer chooses to put into the Service. Customer Data does not include Service Usage Data (as defined in the DPA).
• “DPA” means NowRep’s Data Processing Addendum available at nowrep.io/dpa, which is incorporated into this Agreement by reference and governs NowRep’s processing of personal data on the Customer’s behalf.
• “Order Form” means a written or electronic order document referencing this Agreement, signed or accepted by the Customer, that specifies the subscription tier, billing terms, and any non-standard commercial terms applicable to the Customer.
• “Plus Tier” means the Solo Plus, Pro Plus, or Enterprise subscription tiers, each of which includes the Site Module and other Plus-only features described at nowrep.io/pricing.
• “Privacy Policy” means NowRep’s privacy policy available at nowrep.io/privacy-policy, which describes how NowRep handles personal information.
• “Service” means the NowRep web application, the marketing website at nowrep.io, the internal APIs that power the application, the Site API, and any related documentation, support, mobile interfaces, and updates that NowRep makes generally available.
• “Site API” means the token-authenticated API that NowRep exposes so that a Customer’s portfolio site can read the data the Customer has chosen to publish.
• “Site Module” means the Plus-Tier feature set that lets the Customer connect a portfolio website to the Service so the Customer can manage parts of that website’s content from within the Service, using the Site API. The Site Module is not a website builder, content-management system, hosting service, or the portfolio website itself. The Customer designs, builds, deploys, hosts, and operates any portfolio website that connects to the Service. NowRep offers separate paid professional services to build a custom portfolio website for a Customer or to assist a Customer in connecting an existing portfolio website to the Site Module; those services are governed by a separate written engagement. See §10.
• “Subscription Term” means the term of the Customer’s subscription as set out in the applicable Order Form or, in the absence of an Order Form, the term that begins when the Customer first activates a paid subscription and renews automatically as described in §6.
• “Talent” means an individual whose profile, media, or related data the Customer manages inside the Service. Talent are data subjects whose personal data the Customer (as controller) uploads to the Service; Talent are not parties to this Agreement.
• “Talent Portal” means a future Service feature that will let Talent log in directly. The Talent Portal is not yet generally available; when it ships, additional terms specific to Talent Portal use may apply.

3.1 What we provide. NowRep provides the Service as described in the documentation available through the Service and on nowrep.io. The features available to the Customer depend on the subscription tier the Customer is on, as described at nowrep.io/pricing and as configured in the Customer’s account.

3.2 Modifications to the Service. NowRep continuously improves the Service. We may add, change, or remove features over time. For changes that materially reduce the functionality of the Service the Customer has paid for, we will give the Customer reasonable advance notice and, where the change has a material adverse impact on the Customer’s use of the Service, the Customer may terminate the affected portion of the Service in accordance with §17 and receive a prorated refund of any prepaid, unused fees for the affected portion.

3.3 Beta and experimental features. From time to time NowRep may make pre-release, beta, or experimental features available to the Customer. These features are clearly identified as such and are provided “as is” without any warranty. NowRep may modify or discontinue beta features at any time without notice. The Customer’s use of beta features is voluntary.

3.4 Third-party integrations. The Service may integrate with third-party services (for example, Stripe for billing, video providers for portfolio embeds, exchange-rate APIs for multi-currency invoicing). These integrations are subject to the third party’s terms; NowRep does not control and is not responsible for third-party services.

3.5 Subprocessors. NowRep uses a small number of subprocessors to operate the Service. The current list is maintained at nowrep.io/subprocessors. Changes to the list are governed by the DPA.

4.1 Eligibility. The Service is intended for use by businesses. To create an account, the individual creating it must be at least 18 years old and authorised to act on behalf of the Customer. The Customer must be a legal entity (or sole proprietor) lawfully operating in a jurisdiction where NowRep makes the Service available.

4.2 Account information. The Customer must provide accurate, current, and complete information when creating and maintaining the account and must keep that information up to date. The Customer is responsible for all activity that occurs under its account.

4.3 Account security. The Customer is responsible for safeguarding its account credentials and for any activity that occurs under those credentials. The Customer must notify NowRep promptly at security@nowrep.io if it suspects unauthorised access to its account. Multi-factor authentication is available to Authorised Users; NowRep strongly recommends enabling it on all accounts with administrative privileges.

4.4 Geographic availability. NowRep makes the Service available globally subject to applicable export-control and sanctions laws. The Customer warrants that it is not located in, established under the laws of, or ordinarily resident in a country or territory subject to comprehensive US sanctions, and that it is not on any restricted-party list maintained by the US government.

5.1 The Customer’s team. The Customer’s subscription tier sets a maximum number of Authorised Users (the “seat count”). The Customer is responsible for assigning seats to its team members and for any acts or omissions of its Authorised Users.

5.2 Roles and permissions. The Service provides a role-based access-control model that lets the Customer configure each Authorised User’s access (owner, admin, member, viewer, talent, or a custom role). The Customer is responsible for configuring roles appropriately.

5.3 Removing Authorised Users. When an Authorised User leaves the Customer’s team, the Customer must promptly remove that user’s access. NowRep is not responsible for actions taken by a former Authorised User whose access the Customer has not revoked.

5.4 No shared credentials. Each Authorised User must have their own credentials. Sharing credentials among multiple individuals is prohibited.

5.5 Seat overages. If the Customer exceeds the seat count included in its subscription tier, NowRep may notify the Customer and, after a reasonable cure period, charge per-seat add-on fees at the rates published at nowrep.io/pricing for the affected period or require the Customer to upgrade to a higher tier.

6.1 Subscription tiers. NowRep currently offers five subscription tiers: Solo, Solo Plus, Pro, Pro Plus, and Enterprise. The features, limits, and pricing for each tier are described at nowrep.io/pricing. NowRep may update tier descriptions and pricing from time to time, subject to §6.7.

6.2 Billing cycle. Subscriptions are billed monthly or annually, at the Customer’s election when subscribing or upgrading. Annual subscriptions are billed in advance for the full annual term and may include a discount as described at nowrep.io/pricing.

6.3 Payment. All payments are processed by Stripe. By providing a payment method, the Customer authorises NowRep (through Stripe) to charge the payment method for the applicable subscription fees, plus any taxes and per-seat or usage-based fees, on the schedule set by the Customer’s billing cycle. The Customer is responsible for keeping its payment information current.

6.4 Auto-renewal. Subscriptions automatically renew at the end of each billing cycle for a successive cycle of the same length, at the then-current price for the Customer’s tier, until the Customer cancels in accordance with §17. For annual subscriptions, NowRep will send a renewal reminder email to the Customer’s account owner at least 30 days before each annual renewal. The Customer may cancel auto-renewal at any time through the Service’s billing settings; cancellation takes effect at the end of the then-current billing cycle.

6.5 Failed payments. If a payment fails, NowRep will notify the Customer and attempt to re-charge the payment method. If payment is not cured within 14 days of the initial failure, NowRep may suspend the Customer’s access to the Service until payment is received. NowRep may terminate the Customer’s subscription for non-payment in accordance with §17.

6.6 Taxes. Subscription fees are exclusive of any taxes, levies, or duties imposed by taxing authorities. The Customer is responsible for paying all such taxes, except for taxes on NowRep’s net income. Where NowRep is required to collect taxes on the Customer’s behalf, NowRep will include those taxes on the Customer’s invoice.

6.7 Price changes. NowRep may change the price of a subscription tier from time to time. For monthly subscriptions, price changes take effect on the next billing cycle following at least 30 days’ notice to the Customer. For annual subscriptions, price changes take effect on the next annual renewal following at least 60 days’ notice to the Customer. The Customer’s price for a tier the Customer is then subscribed to will not change during a billing cycle the Customer has already paid for.

6.8 No refunds. Except as expressly provided in these Terms (§3.2, §17, applicable law), fees are non-refundable. NowRep does not provide refunds or credits for partial billing periods, unused features, or partially used subscriptions.

6.9 Order Forms. NowRep may enter into an Order Form with the Customer for non-standard commercial terms (for example, custom pricing, longer term, custom seat counts, or Enterprise features). The Order Form’s terms control over conflicting terms in this Agreement for the Customer that signed it, except that the data-protection terms of the DPA always control over conflicting terms in any Order Form.

7.1 Offering a free trial. NowRep may offer a free trial of the Service for a period of 14 days (the “Trial Period”), unless a different period is specified at sign-up.

7.2 Payment method and start of the Trial Period. To start the Trial Period, the Customer must provide a valid payment method through the Stripe Checkout flow described in §6.3. The Trial Period begins when the Customer completes Stripe Checkout. During the Trial Period, the payment method is held by Stripe and is not charged unless the Customer upgrades early or otherwise takes an action that creates a charge.

7.3 Conversion. Unless the Customer cancels before the Trial Period ends, the Customer’s account will automatically convert to a paid subscription at the tier the Customer selected at sign-up, and the payment method on file will be charged for the first billing cycle. The Customer may cancel at any time before the Trial Period ends through the Service’s billing settings.

7.4 No obligation. NowRep is under no obligation to extend the Trial Period or to convert a trial account to a paid subscription. NowRep may suspend or terminate a trial account at any time, with or without notice.

7.5 Founding customer programme. NowRep may offer founding-customer pricing to a limited number of early Customers in exchange for a case-study commitment, product feedback, and warm-introduction support. Eligibility, discount, and obligations are set out in a separate written agreement.

8.1 Customer ownership. As between NowRep and the Customer, the Customer owns all rights, title, and interest in and to Customer Data, including any intellectual property rights in Customer Data.

8.2 Licence to NowRep. The Customer grants NowRep a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and otherwise process Customer Data solely to provide and improve the Service in accordance with this Agreement, the DPA, and the Privacy Policy. NowRep does not acquire any ownership interest in Customer Data.

8.3 Customer warranties. The Customer warrants that:

• (a) it has all rights and consents necessary to upload, store, share, and otherwise process Customer Data through the Service, including consents from Talent, talent guardians (for minor Talent), clients, and any other data subjects whose personal data appears in Customer Data;
• (b) Customer Data does not infringe the intellectual property, privacy, publicity, or other rights of any third party;
• (c) Customer Data complies with all applicable laws, including data-protection laws and the New York Fashion Workers Act and equivalent laws governing the Customer’s relationship with Talent;
• (d) Customer Data does not contain malicious code; and
• (e) Customer Data has been accurately classified by the Customer (for example, the Customer correctly identifies Talent as minors where applicable so that the Service’s age-aware features apply).

8.4 Data processing terms. NowRep’s processing of personal data within Customer Data is governed by the DPA. In the event of a conflict between this Agreement and the DPA regarding personal data processing, the DPA controls.

8.5 Backups. NowRep maintains backups of Customer Data as described in Privacy Policy §8 and DPA Schedule 1. The Customer is responsible for maintaining its own copies of Customer Data where the Customer considers that prudent.

8.6 No AI training. NowRep does not use Customer Data to train any artificial-intelligence or machine-learning model, whether NowRep’s own or any third party’s, except where Customer Data has been irreversibly de-identified and aggregated in a manner that cannot reasonably be linked to any data subject or to the Customer. This commitment is binding on NowRep and is restated in clause 3.4(c) of the DPA.

9.1 General compliance. The Customer will use the Service only for the Customer’s lawful internal business purposes, in compliance with these Terms, applicable laws, and any documentation NowRep makes available.

9.2 Prohibited uses. The Customer will not, and will not permit any Authorised User or other person to:

• (a) use the Service in a manner that infringes the intellectual property, privacy, publicity, contractual, or other rights of any third party;
• (b) upload or share Customer Data that is unlawful, defamatory, harassing, threatening, or that promotes violence or discrimination;
• (c) use the Service to send spam or unsolicited communications, or in any manner that violates anti-spam laws;
• (d) circumvent or attempt to circumvent any access controls, rate limits, security mechanisms, or features intended to enforce the Customer’s subscription tier limits;
• (e) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law;
• (f) copy, modify, distribute, sell, or sublicense the Service or any portion of it, other than Customer Data the Customer owns or has the right to share;
• (g) use the Service to develop, test, or train a competing product or service;
• (h) interfere with or disrupt the Service, the servers or networks that host the Service, or any other Customer’s use of the Service;
• (i) use the Service in violation of US export-control or sanctions laws;
• (j) use the Service to host or distribute malicious code, or to attempt unauthorised access to any system or data;
• (k) impersonate any person or entity, or misrepresent the Customer’s affiliation with any person or entity;
• (l) collect personal data from Authorised Users, Talent, or other Service users for any purpose unrelated to the Customer’s legitimate use of the Service; or
• (m) use the Service in any manner inconsistent with the Privacy Policy, the DPA, or the Customer Data warranties in §8.3.

9.3 Talent-industry-specific responsibilities. Because NowRep is a platform for talent-management businesses, the Customer specifically acknowledges and agrees that:

• (a) the Customer is responsible for obtaining all consents required to upload Talent personal data, including consents from parents or guardians of minor Talent under COPPA, GDPR Article 8, the New York Fashion Workers Act, and equivalent laws;
• (b) where the Customer uploads, shares, or publishes nude or sexually explicit imagery of Talent through the Service, the Customer is responsible for collecting all required written consents under the New York Fashion Workers Act and equivalent laws, and NowRep is not the publisher of such imagery and does not assume responsibility for verifying that any individual image was uploaded or shared with the required consent;
• (c) where NowRep makes available, now or in the future, any feature that creates, alters, or manipulates digital replicas of Talent (AI-generated or AI-altered likenesses), the Customer is responsible for obtaining the consents required under the New York Fashion Workers Act and equivalent laws before using that feature; and
• (d) the Customer is responsible for any retaliation, harassment, or discrimination claims arising from the Customer’s relationship with Talent, including any matter covered by the New York Fashion Workers Act’s anti-retaliation and anti-discrimination provisions.

9.4 Public package shareable links. When the Customer generates a shareable link to a Talent package, anyone holding that link can view the package contents. The Customer is responsible for who receives the link and for any disclosure of personal data that results from the Customer’s sharing decisions.

9.5 Suspension for AUP breach. NowRep may suspend the Customer’s access to the Service immediately and without notice if NowRep reasonably believes the Customer is in material breach of this §9 or that continued access poses a security or legal risk to NowRep, other Customers, or third parties. NowRep will notify the Customer of the suspension as soon as reasonably practicable and will work with the Customer in good faith to cure the breach.

10.1 What the Site Module is. The Site Module is available to Customers on Plus Tiers. The Site Module lets the Customer connect a portfolio website to the Service so the Customer can manage parts of that website’s content from within the Service. The Site Module operates through the Site API and, optionally, the NowRep reference template described in §10.5.

10.2 What the Site Module is not. The Site Module is not a website builder, content-management system, or hosting service. NowRep does not, through a Site Module subscription alone, design, build, deploy, host, or operate any portfolio website for the Customer.

10.3 The Customer’s portfolio website. The Customer is responsible for designing, building, deploying, hosting, and operating any portfolio website that connects to the Service. This includes:

• (a) registering and maintaining the domain under which the portfolio website is published;
• (b) configuring DNS, hosting, build, and deployment for the portfolio website;
• (c) deciding what Customer Data is syndicated to the portfolio website through the Site Module’s controls and how the portfolio website displays it;
• (d) the portfolio website’s design, functionality, performance, uptime, and security; and
• (e) the portfolio website’s privacy notice, cookie notice, and terms of service, which the Customer must publish on the portfolio website and which govern visitors’ interaction with the site.

10.4 NowRep’s role. Through a Site Module subscription, NowRep provides (a) the Site API as the connection point through which a Customer-operated portfolio website can read Customer-curated data, and (b) the controls inside the Service that let the Customer choose which Customer Data is syndicated to the portfolio website. NowRep does not control or operate the portfolio website itself, does not host the portfolio website, and is not the publisher of any content the portfolio website displays. Visitor-facing data collected by the portfolio website is governed by the Customer’s own privacy notice, not by NowRep’s Privacy Policy, as described in §1 of the Privacy Policy.

10.5 Optional reference template. NowRep makes the nowrep-site-template repository available to Customers on Plus Tiers as a reference implementation that demonstrates how to build a portfolio website that consumes the Site API. Customers may, but are not required to, fork the template and customise their fork for their own portfolio website. Customers may not use the template to operate any service other than the Customer’s own portfolio website and may not sublicense the template to third parties. The template is provided “as is,” without warranty.

10.6 Separately-engaged professional services. NowRep offers, on the Customer’s request, separate paid professional services to:

• (a) design and build a portfolio website for the Customer (a custom-build engagement); or
• (b) assist the Customer in connecting an existing portfolio website to the Site Module (a connect-assistance engagement).

These services are governed by a separate written statement of work and are not included in the subscription fees for the Site Module or any other tier. The Customer is not required to engage NowRep for these services in order to use the Site Module; the Customer remains free to build and connect its portfolio website using its own team, a third-party agency, or any combination it chooses.

10.7 Site API usage rules. The Site API is provided solely for a Customer-operated portfolio website to consume the Customer’s own Customer Data. The Customer will not use the Site API:

• (a) to extract data on behalf of any third party;
• (b) to power services other than the Customer’s own portfolio website;
• (c) in a manner that exceeds the rate, volume, or use limits published in the Site API documentation; or
• (d) in any manner inconsistent with §9 (Acceptable use).

11.1 Confidential Information. “Confidential Information” means any non-public information that one party (“Discloser”) discloses to the other (“Recipient”) in connection with this Agreement, in any form, that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of its disclosure. Confidential Information includes the terms of any Order Form, the Service’s non-public features, and Customer Data.

11.2 Obligations. The Recipient will (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement, (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information of like importance, and in any event not less than a reasonable degree of care, and (c) limit access to Confidential Information to its personnel and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as this §11.

11.3 Exclusions. Confidential Information does not include information that the Recipient can show by written records (a) was lawfully in its possession without confidentiality obligation before disclosure, (b) is or becomes publicly available without breach of this §11, (c) is rightfully obtained from a third party without confidentiality obligation, or (d) is independently developed without reference to the Discloser’s Confidential Information.

11.4 Required disclosure. The Recipient may disclose Confidential Information to the extent required by law or by an order or subpoena of a court or governmental authority of competent jurisdiction, provided that, where lawful, the Recipient gives the Discloser prompt written notice and reasonable opportunity to object or seek a protective order.

11.5 Survival. Confidentiality obligations survive termination or expiry of this Agreement for three (3) years.

12.1 NowRep’s IP. As between the parties, NowRep retains all rights, title, and interest in and to the Service, including all software, documentation, templates, designs, trademarks, logos, and other intellectual property that comprise the Service or that NowRep develops in connection with operating the Service. Nothing in this Agreement transfers any ownership of NowRep’s intellectual property to the Customer.

12.2 Licence to use the Service. Subject to this Agreement, NowRep grants the Customer a worldwide, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the Subscription Term solely for the Customer’s lawful internal business purposes.

12.3 Customer’s IP. As between the parties, the Customer retains all rights, title, and interest in and to Customer Data and the Customer’s name, trademarks, and other identifying brand elements. The licence in §8.2 covers NowRep’s processing of Customer Data within the Service.

12.4 Feedback. If the Customer or any Authorised User provides NowRep with suggestions, feedback, or ideas about the Service (“Feedback”), the Customer grants NowRep a worldwide, perpetual, irrevocable, royalty-free licence to use the Feedback to operate and improve the Service. Feedback is provided voluntarily and is not Confidential Information.

12.5 Open-source components. The Service may include open-source software components, each governed by its own licence. A list of material open-source components and the applicable licences is available on request.

13.1 Mutual warranties. Each party warrants that it has authority to enter into this Agreement and that this Agreement is binding and enforceable against it.

13.2 NowRep’s limited warranty. NowRep warrants that, during the Subscription Term, the Service will materially conform to the documentation NowRep makes generally available. If NowRep breaches this warranty and the Customer notifies NowRep in writing within 30 days of the breach, NowRep will use commercially reasonable efforts to correct the non-conformity at no additional cost. If NowRep cannot correct the non-conformity within a reasonable time, the Customer’s sole and exclusive remedy is to terminate the affected portion of the Service in accordance with §17 and receive a prorated refund of any prepaid, unused fees for the affected portion.

13.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT IN §13.2, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOWREP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NOWREP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DATA STORED ON THE SERVICE WILL NEVER BE LOST.

13.4 No third-party warranties. NowRep does not warrant any third-party service, product, or content that is integrated with or accessible through the Service. The Customer’s use of third-party services is at the Customer’s own risk and is subject to the third party’s terms.

14.1 Customer indemnification. The Customer will defend NowRep and its officers, directors, employees, and agents (each, a “NowRep Indemnitee”) from and against any third-party claim, demand, action, or proceeding (“Claim”) arising out of or relating to:

• (a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates any third party’s intellectual property, privacy, publicity, or other rights;
• (b) the Customer’s or any Authorised User’s use of the Service in breach of this Agreement, including §9 (Acceptable use);
• (c) the Customer’s failure to obtain consents required by §8.3 or §9.3, including consents required under the New York Fashion Workers Act, COPPA, GDPR Article 8, or equivalent laws;
• (d) the Customer’s relationship with Talent, clients, or other third parties (other than NowRep), including any retaliation, harassment, discrimination, contract, or labour-law claim brought by Talent or by a Talent’s guardian; and
• (e) the Customer’s portfolio website, including any claim arising out of the content the Customer publishes on or makes available through the portfolio website, the visitor-facing data the portfolio website collects, the Customer’s choice to syndicate Customer Data to the portfolio website through the Site Module, the operation or hosting of the portfolio website, or any combination of the foregoing,

and the Customer will pay any damages and reasonable attorneys’ fees finally awarded against the NowRep Indemnitee by a court of competent jurisdiction, or agreed to in settlement, in connection with such Claim.

14.2 NowRep indemnification. NowRep will defend the Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any third-party Claim alleging that the Customer’s authorised use of the Service in accordance with this Agreement infringes a valid US patent, copyright, or trademark of the third party, and NowRep will pay any damages and reasonable attorneys’ fees finally awarded against the Customer Indemnitee by a court of competent jurisdiction, or agreed to in settlement, in connection with such Claim.

14.3 NowRep indemnification exclusions. NowRep’s obligation under §14.2 does not apply to any Claim arising out of or relating to:

• (a) Customer Data;
• (b) the Customer’s use of the Service in combination with any third-party software, service, or content not provided by NowRep, where the Claim would not have arisen but for the combination;
• (c) the Customer’s use of the Service in breach of this Agreement;
• (d) modifications to the Service made by anyone other than NowRep; or
• (e) the Customer’s continued use of an allegedly infringing version of the Service after NowRep has notified the Customer of, and made available, a non-infringing alternative.

14.4 Remedies for IP claims. If NowRep reasonably believes the Service infringes (or is alleged to infringe) a third party’s intellectual property rights, NowRep may, at its option and expense, (a) modify the Service so it is non-infringing while substantially preserving its functionality, (b) obtain a licence allowing the Customer to continue using the Service, or (c) terminate the Customer’s subscription and refund any prepaid, unused fees. §14.2 and this §14.4 state NowRep’s entire liability, and the Customer’s sole remedy, for any third-party intellectual-property infringement claim relating to the Service.

14.5 Indemnification process. The party seeking indemnification (“Indemnified Party”) will (a) promptly notify the other party (“Indemnifying Party”) of the Claim, (b) give the Indemnifying Party sole control of the defence and settlement of the Claim (except that the Indemnifying Party may not settle a Claim in a manner that admits liability of the Indemnified Party or imposes any obligation on the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation in the defence at the Indemnifying Party’s expense.

15.1 Cap on liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING THE DPA) WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO NOWREP UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (THE “LIABILITY CAP”).

15.2 Exclusion of indirect damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

15.3 Exclusions from the Liability Cap. The Liability Cap in §15.1 does not apply to:

• (a) a party’s indemnification obligations under §14;
• (b) a party’s breach of its confidentiality obligations under §11;
• (c) the Customer’s failure to pay fees due under §6;
• (d) the Customer’s violation of NowRep’s intellectual property rights or of §9; or
• (e) a party’s fraud, gross negligence, or wilful misconduct.

15.4 Allocation of risk. Each party acknowledges that the limitations in this §15 are an essential basis of the bargain between the parties, that NowRep would not have entered into this Agreement without them, and that the Service’s fees reflect those limitations.

15.5 Statutory limits. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain liabilities. The exclusions and limitations in this §15 apply only to the extent permitted by applicable law.

16.1 Term. This Agreement begins on the date the Customer first accepts it and continues until terminated as set out below.

16.2 Termination for convenience. The Customer may cancel its subscription at any time through the Service’s billing settings. Cancellation takes effect at the end of the then-current billing cycle, and the Customer will not be charged for further billing cycles. The Customer remains responsible for fees accrued through the effective date of cancellation.

16.3 Suspension for non-payment or breach. NowRep may suspend the Customer’s access to the Service (a) for non-payment of fees in accordance with §6.5, (b) for breach of §9 (Acceptable use) in accordance with §9.5, or (c) where NowRep reasonably believes continued access poses a security or legal risk to NowRep, other Customers, or third parties. NowRep will notify the Customer of any suspension as soon as reasonably practicable.

16.4 Termination for material breach. Either party may terminate this Agreement on written notice if the other party materially breaches this Agreement and fails to cure the breach within 30 days after receiving written notice of the breach. For non-payment, the cure period is 14 days.

16.5 Termination by NowRep for convenience. NowRep may terminate this Agreement on 60 days’ written notice to the Customer if NowRep decides to discontinue the Service generally or to stop offering the Service to a class of Customers that includes the Customer. In that case, NowRep will refund any prepaid, unused fees for the remaining portion of the Subscription Term.

16.6 Termination by either party for insolvency. Either party may terminate this Agreement immediately on written notice if the other party (a) becomes insolvent, (b) makes an assignment for the benefit of creditors, (c) files or has filed against it a petition under bankruptcy or insolvency law that is not dismissed within 60 days, or (d) goes into liquidation other than for solvent reorganisation.

17.1 Cessation of access. On the effective date of termination or expiry of this Agreement, the Customer’s right to access and use the Service ends.

17.2 Customer Data export and deletion. NowRep retains Customer Data for 90 days following termination or expiry of the Agreement (the “Retention Period”). During the Retention Period, the Customer may export Customer Data through the Service’s in-product export functionality, or request a packaged export at NowRep’s then-current professional-services rates. On expiry of the Retention Period, NowRep will delete Customer Data in accordance with DPA §11. The Customer may instruct NowRep to delete Customer Data earlier at any time during the Retention Period.

17.3 WORM artifacts. Notwithstanding §17.2, NowRep retains WORM artifacts (sent invoice PDFs, statements, packaged artifacts, and similar records the Customer has issued to third parties) on the Customer’s behalf for the period required by the Customer’s applicable tax, accounting, and audit laws, as described in DPA §11.4 and Privacy Policy §8.

17.4 No refunds on termination by NowRep for cause. If NowRep terminates this Agreement under §16.4 (material breach by Customer), §16.6 (insolvency), or §9.5 / §16.3 (suspension for AUP breach), the Customer is not entitled to a refund of any prepaid fees, except as required by applicable law.

17.5 Survival. The provisions of this Agreement that by their nature should survive termination will survive, including §8 (Customer Data, to the extent of any continuing licence required for NowRep to operate during the Retention Period), §11 (Confidentiality), §12 (Intellectual property), §13 (Warranties and disclaimers), §14 (Indemnification), §15 (Limitation of liability), §17 (Effect of termination), §19 (Governing law and dispute resolution), and §21 (General provisions).

18.1 Updates. NowRep may update these Terms from time to time. NowRep will post the updated Terms at nowrep.io/terms and will change the “Last updated” date at the top of these Terms.

18.2 Material changes. For changes that materially affect the Customer’s rights or obligations, NowRep will give the Customer at least 30 days’ notice before the change takes effect, by email to the Customer’s account owner and through an in-app banner. The Customer’s continued use of the Service after the change takes effect constitutes acceptance of the updated Terms.

18.3 Right to terminate on material change. If the Customer does not accept a material change to these Terms, the Customer may terminate this Agreement before the change takes effect and receive a prorated refund of any prepaid, unused fees for the remaining portion of the Subscription Term.

18.4 Non-material changes. Non-material changes (typo fixes, formatting updates, clarifications that do not change rights or obligations) take effect immediately on posting.

19.1 Governing law. This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by the laws of the State of New Jersey, USA, without regard to its conflicts-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Informal resolution. Before initiating any formal dispute-resolution process, the parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal discussions. A party initiating informal resolution must send a written notice to the other party describing the dispute and proposed resolution. If the parties do not resolve the dispute within 30 days of the notice, either party may proceed to the formal mechanism in §19.3.

19.3 Binding arbitration. Except as set out in §19.4, any dispute arising out of or relating to this Agreement that is not resolved through §19.2 will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in Newark, New Jersey, USA, in the English language. The arbitrator’s award will be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each party will bear its own attorneys’ fees and costs, except that the arbitrator may award fees and costs to the prevailing party where authorised by applicable law or the Commercial Arbitration Rules.

19.4 Exceptions to arbitration. Either party may bring (a) a claim for equitable or injunctive relief to protect intellectual property rights, confidentiality, or to enforce §9 (Acceptable use), in any court of competent jurisdiction, and (b) a claim in small-claims court if eligible.

19.5 Class-action waiver. Each party waives any right to participate as a plaintiff or class member in any class, collective, or representative proceeding arising out of or relating to this Agreement. Disputes will be resolved only on an individual basis.

19.6 Jurisdiction for non-arbitrable claims. For any claim brought under §19.4(a), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Newark, New Jersey, USA, and waive any objection to that venue.

20.1 Logo and identification rights. NowRep may identify the Customer as a customer of NowRep, including by displaying the Customer’s name and logo on nowrep.io, in pitch decks, in case studies, and in similar marketing materials, in each case in a manner consistent with the Customer’s brand guidelines if the Customer makes them available.

20.2 Opt-out. The Customer may opt out of the marketing use described in §20.1 at any time by emailing hello@nowrep.io. NowRep will remove the Customer’s name and logo from new marketing materials promptly after receiving the opt-out, but is not obligated to recall or replace marketing materials already in circulation.

20.3 Case studies and testimonials. Any case study, testimonial, or detailed customer story that quotes the Customer or describes the Customer’s use of the Service will require the Customer’s separate written approval before publication.

21.1 Entire agreement. This Agreement (including the DPA, the Privacy Policy, any applicable Order Form, and any documentation incorporated by reference) constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous understandings on that subject. No representation, promise, or condition not contained in this Agreement modifies its terms.

21.2 Order of precedence. In the event of a conflict among the documents that make up this Agreement, the order of precedence is: (a) the applicable Order Form, (b) the DPA (for data-protection matters only), (c) these Terms, and (d) the Privacy Policy. The DPA controls over the Terms and any Order Form on data-protection matters only.

21.3 Notices. Notices to NowRep under this Agreement are sent to legal@nowrep.io. Notices to the Customer are sent to the email address of the Customer’s account owner and, where applicable, through the in-app notification channel. A notice is deemed given on the day it is sent if sent before 5 p.m. local recipient time on a business day; otherwise on the next business day.

21.4 Assignment. The Customer may not assign or transfer this Agreement or any rights or obligations under it without NowRep’s prior written consent, except that the Customer may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to NowRep. NowRep may assign this Agreement without consent in connection with a merger, acquisition, sale of all or substantially all of its assets, corporate reorganisation, or financing. Any attempted assignment in violation of this §21.4 is void.

21.5 No waiver. No failure or delay by either party in exercising any right under this Agreement operates as a waiver of that right, and no single or partial exercise of any right precludes any further exercise of that right.

21.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ intent.

21.7 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

21.8 Force majeure. Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labour disputes, internet or telecommunications outages, or pandemics. The affected party will use reasonable efforts to mitigate the impact of the force majeure event and will resume performance as soon as reasonably practicable. This §21.8 does not excuse the Customer’s obligation to pay fees due under §6.

21.9 Export controls. The Customer will comply with all applicable US export-control and sanctions laws and regulations in connection with the Customer’s use of the Service.

21.10 Headings. Section headings are for convenience only and do not affect interpretation.

21.11 No third-party beneficiaries. This Agreement does not create any third-party-beneficiary rights, except that the indemnification provisions in §14 may be enforced by the indemnified individuals named in §14.1 and §14.2 against the relevant Indemnifying Party.

21.12 Counterparts. Where the Customer signs a countersigned Order Form, the Order Form may be signed in counterparts, each of which is deemed an original, and which together constitute one agreement. Electronic signatures (including DocuSign and similar) are valid signatures for this purpose.

For questions about this Agreement, contact:

• General contract questions: legal@nowrep.io
• Privacy and data-protection questions: privacy@nowrep.io (see also the Privacy Policy)
• Security-vulnerability reports: security@nowrep.io (see also Privacy Policy §9)
• Marketing opt-out under §20.2: hello@nowrep.io