Terms of Use

Effective: June 23, 2017 (last update)

This is a contract between First Class Technologies, LLC and users of the services we provide on the rephactor.com web site. By accessing the site, you accept and agree to all of the covenants and conditions imposed in this agreement. If you do not agree to these terms, you may not access the site.

By using First Class Technologies' and rephactor.com's services, you agree that you have read, understood and agreed to these terms. You also agree to review this agreement periodically to be aware of modifications to the agreement, which modifications First Class Technologies may make at any time to the rephactor.com site. While any such changes are very likely to be minor, it is important to note that, while unlikely, the changes could be more significant. Your continued use of this site will be deemed your conclusive acceptance of this and any modified agreement.

1. Contact Information.

Address

First Class Technologies, LLC
113 E. Main St. Suite 306
Newark, DE 19711

Customer Service

Email: support@rephactor.com

2. Definitions.

3. Modification of Terms.

First Class Technologies reserves the right to modify these Terms at any time. Except as otherwise stated herein, any change to these Terms is effective immediately after First Class Technologies gives notice to the User. Notice can be given through e-mail, a posting on the Site or any other means by which a User may obtain notice. User agrees to check the Site periodically for changes to these Terms. Any use of the Site after changes have been made shall be deemed acceptance of those changed terms and/or conditions.

4. Limited License.

First Class Technologies hereby grants each Subscriber a limited, non-exclusive, non-sublicensable and non-transferable license to Access the Content available on the Site according to the provisions contained herein, and subject to the payment of the applicable subscription fees and adherence to these Terms. Each User shall be authorized to Access the Content from any Internet connection.

5. Fees; Renewal; Refund Policies.

Subscribers

Sign-Up Requirements and Logistics

6. Access to Content; Modification of Content.

First Class Technologies strives to provide Content on the Site to its Subscribers on a continuous basis. To that end, First Class Technologies will take all commercially reasonable efforts to provide uninterrupted Access to the Content to its Subscribers. However, from time to time, Subscribers may be unable to Access the Content due to conditions beyond First Class Technologies' control. Such conditions include, but are not limited to: force majeure, acts of God, power outages, and the acts of computer hackers and others acting outside the law. Also, from time to time, Access may be unavailable due to software issues, server downtime, increased Internet traffic or downtime, programming errors, regular maintenance of the system, and other related reasons. In response to any unavailability of the Content to its Subscribers, First Class Technologies will take all commercially reasonable steps to ensure Access is restored within a reasonable period of time. The term "commercially reasonable," as used in these Terms, shall mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel or money.

First Class Technologies endeavors to provide the highest quality content to its Subscribers. To that end, First Class Technologies reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of this Site in whole or in part, including, without limitation, the Content, availability, Access and/or the Terms of this Site. Such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which notice may be made by posting such changes on this Site.

Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment and Internet service necessary for use of the Site and its Content.

7. Prohibited Conduct.

User expressly agrees to refrain from doing, either personally or through an agent, any of the following "Prohibited Conduct":

To ensure that Users of the Site do not engage in Prohibited Conduct, First Class Technologies reserves the right to monitor use of the Site and reserves the right to revoke or deny Access to the Content to any person or entity whose use of the Content suggests Prohibited Conduct. Access of the materials available at the Site beyond that of normal patterns of use that suggests systematic copying of the materials constitutes abuse of the Content and will result in revocation or denial of Access to the Content. The terms "normal patterns" and "abuse" shall be determined solely by First Class Technologies.

You agree not to violate any U.S., foreign or international software or technology export laws and regulations, including without limitation the U.S. Export Administration Regulations.

8. Limited Warranties.

First Class Technologies warrants that the software that allows Users to Access the Content ("Software"), if operated as directed, will substantially achieve the functionality described on the Site.

First Class Technologies provides no warranty that your hardware, software, telecommunications equipment and/or Internet service is compatible or sufficient to access the Site.

First Class Technologies also warrants that the media containing the Software, if provided by First Class Technologies, is free from defects in material on the date the User acquired the Software.

ALTHOUGH FIRST CLASS TECHNOLOGIES HAS ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE SITE, IT MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE RELIABILITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THAT INFORMATION AND ASSUMES NO RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS THEREIN.

9. Disclaimers and Limitation of Liability.

USER ACCESSES THE SITE AT HIS/HER/ITS OWN RISK. THE SITE IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND (BEYOND THE WARRANTIES SET FORTH IN SECTION 8), EXPRESSED, IMPLIED OR STATUTORY, AND ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS ARE SPECIFICALLY DISCLAIMED. FIRST CLASS TECHNOLOGIES DOES NOT WARRANT ANY PARTICULAR RESULT FROM USE OF THE SITE. FIRST CLASS TECHNOLOGIES DOES NOT WARRANT THAT THE INFORMATION ON THE SITE IS ACCURATE, COMPLETE OR COMPLIES WITH ANY PARTICULAR LAW OR REGULATION, OR THAT THE OPERATION OF AND YOUR ACCESS TO THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR COMPLETELY SECURE. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT OR OTHERWISE) SHALL FIRST CLASS TECHNOLOGIES OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, SHAREHOLDERS, DIRECTORS, OFFICERS, THIRD PARTY CONTENT PROVIDERS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, LOSS OF PRODUCTIVITY OR CONTRACT, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND ANY CONTENT THAT YOU DOWNLOAD IS DOWNLOADED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM IN EXCESS OF THE AMOUNT FIRST CLASS TECHNOLOGIES RECEIVED FROM THE SUBSCRIBER FOR A SUBSCRIPTION TO ACCESS THE CONTENT, AND FOR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY SUCH CONTENT, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. IN NO EVENT WILL FIRST CLASS TECHNOLOGIES BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT FIRST CLASS TECHNOLOGIES RECEIVED FROM THE SUBSCRIBER FOR A SUBSCRIPTION TO ACCESS THE CONTENT, EVEN IF FIRST CLASS TECHNOLOGIES SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM THE NEGLIGENCE OR AN OMISSION OF FIRST CLASS TECHNOLOGIES, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. FIRST CLASS TECHNOLOGIES IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE.

NO DEALER, AGENT, OR EMPLOYEE OF FIRST CLASS TECHNOLOGIES IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSION, OR ADDITIONS TO THESE LIMITED WARRANTIES OR DISCLAIMERS.

FIRST CLASS TECHNOLOGIES DISCLAIMS ALL WARRANTIES, AND SHALL HAVE NO LIABILITY FOR DAMAGES IN EXCESS OF THE AMOUNT FIRST CLASS TECHNOLOGIES RECEIVED FROM THE SUBSCRIBER, ARISING FROM OR RELATED TO ANY SUPPORT SERVICES FOR YOUR USE OF THE SITE.

THE LAWS OF YOUR JURISDICTION MAY PROHIBIT OR MODIFY THE FOREGOING DISCLAIMERS AND LIMITATIONS ON DAMAGES, AND SUCH DISCLAIMERS OR LIMITATIONS ON DAMAGES MAY NOT APPLY TO YOU.

10. Third Party Content; Hyperlinks.

You acknowledge that First Class Technologies does not pre-screen third party materials. First Class Technologies is not the publisher or author of any information on the Site that is provided by third party content providers, and First Class Technologies is not liable for any claims related to such information. Content provided by third parties is for informational purposes only, and First Class Technologies' use of the content constitutes neither an endorsement nor a recommendation by First Class Technologies of the content. First Class Technologies assumes no responsibility for third party products or services.

The Site may contain links and references to other third party websites and materials. First Class Technologies does not assume any responsibility for these websites or materials and provides these links or materials solely for the convenience of Users. First Class Technologies does not endorse or otherwise recommend any of these third party websites, references, or the products, services, or information there offered. First Class Technologies may disable any hyperlink to the Site. First Class Technologies has the right but not obligation to monitor third party websites and hyperlinks to the Site.

FIRST CLASS TECHNOLOGIES MAKES NO WARRANTY, EITHER EXPRESSED OR IMPLIED, OF THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THE INFORMATION PROVIDED BY THIRD PARTIES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY INFORMATION FOUND ON A LINK LOCATED ON THIS SITE THAT ALLOWS USERS TO ACCESS INFORMATION FOUND ON ANOTHER SITE. ADDITIONALLY, FIRST CLASS TECHNOLOGIES DOES NOT WARRANT THE EXISTENCE OR FUNCTIONALITY OF ANY WEBSITE WHICH CAN BE ACCESSED THROUGH A LINK LOCATED ON THIS SITE.

11. Copyrights, Trademarks and Other Proprietary Rights.

First Class Technologies or its third party content providers shall retain all worldwide rights in the intellectual property in and on the Site, including, but not limited to, trademarks, service marks, trade dress, inventions, ideas, trade secrets, the source code, the HTML code, the "look and feel" of the Site, its color combinations, layout, and all other graphical elements, and the copyrights in and to its original content. You should assume that everything You read or see on the Site is copyrighted, trademarked, or otherwise protected and owned or licensed by First Class Technologies. Except as expressly stated on the Site or in these Terms, nothing that You read or see on the Site or in the Content may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use without the prior written consent of First Class Technologies, except as provided in these Terms. Nothing in these Terms grants You an express or implied license to use any of First Class Technologies' intellectual property except as set forth in Section 4.

If You submit any unsolicited intellectual property, idea, copyrightable material, invention, discovery, improvement, trade secret or know-how to First Class Technologies, You may forfeit Your intellectual property rights and moral rights contained in such communication or material.

12. Indemnification.

User agrees to defend, indemnify and otherwise hold harmless First Class Technologies and its officers, directors, agents, employees, shareholders, successors and assigns from and against any cause of action or claim, including court costs, expenses and attorney fees, related to or arising from User's Prohibited Conduct or other improper or illegal use of the Site, or breach of these Terms.

13. Security; Authorized Use.

Users are prohibited from violating or attempting to violate the security of the Site. First Class Technologies has the right but not the obligation to investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators. First Class Technologies may suspend Your Access while it conducts an investigation. Users are required to enter a user name and password to Access the Content. To protect against unauthorized Access to Your account, it is recommended that You close the browser when You have finished using the Site. You are responsible for maintaining the secrecy of Your user name and password.

You represent and warrant that You are the person on whose behalf You claim to accept these Terms, or, if You are entering into these Terms on behalf of a person or entity, You represent and warrant that You have the power and authority to enter into these Terms and bind the person or entity. You also represent and warrant that You are an adult who is legally able to enter into these Terms.

You may not use the account, user name or password of someone else at any time. You agree to notify First Class Technologies immediately of any unauthorized use or loss of Your account, user name, password and/or credit card information. You also agree to notify First Class Technologies immediately if You are aware of or suspect other unauthorized use of the Site and/or the Site content. First Class Technologies will not be liable for any loss that You incur as a result of someone else using Your user name and password with or without Your knowledge. You may be held liable for any losses incurred by First Class Technologies, its affiliates, officers, directors, employees, consultants, agents or representatives due to someone else's use of Your account, user name or password.

First Class Technologies will never ask You for Your password. If You need a new password, First Class Technologies will send a web link to You via email that will allow you to reset your password.

14. Termination of Agreement.

In addition to First Class Technologies' other rights, it may terminate this Agreement at any time and at its sole and absolute discretion. First Class Technologies may also terminate Access to the Content or cancel subscriptions to the Content without notice if it believes, in its sole judgment, that You have breached or may breach any term or condition of this Agreement, or engaged in conduct that First Class Technologies deems inappropriate.

In the event of termination of this Agreement, the provisions in this Section and the provisions found in Sections 2, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 shall survive in perpetuity. Each Subscriber's obligation to pay outstanding subscription fees shall survive any termination of this Agreement.

15. Privacy Policy.

First Class Technologies values Your trust. In order to honor that trust, all of First Class Technologies' employees are required to adhere to ethical standards in gathering, using, and safeguarding any information You provide. For more information, please review First Class Technologies' Privacy Policy, the terms of which are incorporated into this Agreement as if set forth in full.

16. Miscellaneous.

These Terms constitute the entire agreement between First Class Technologies and User regarding the subject matter hereof. Any previous agreement, whether oral or written, between First Class Technologies and User dealing with the subject matter hereof is superseded. These Terms may only be modified or amended in writing. If any portion of these Terms is determined to be unenforceable for any reason, such portion will be deemed severed and the remaining terms and conditions shall continue in full force and effect. Upon User's breach or threatened breach of these Terms, First Class Technologies may pursue any legal or equitable remedy available, including but not limited to, direct, consequential and punitive damages and injunctive relief. First Class Technologies' remedies are cumulative and not exclusive. Failure of First Class Technologies to exercise any remedy or enforce any portion of this Agreement at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. User agrees that regardless of any statute or law to the contrary, any claim or action arising out of or regarding this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. By Accessing the Site, User signs for and accepts this shortening of the statutes of limitations. First Class Technologies makes no representation that the content of the Site is appropriate or available for use in all locations. First Class Technologies operates this Site from the United States and makes no representation that the Site complies with any foreign or international laws. You agree to comply with all applicable local laws, including any international laws, in using this Site. You may not assign Your rights or delegate Your duties under these Terms. The parties agree that no third party is an intended beneficiary of these Terms. First Class Technologies cannot provide notifications via post, only e-mail.

17. Governing Law; Dispute Resolution; Forum and Venue.

These Terms and any claim or action related to or arising from these Terms or content on the Site shall be governed by Delaware law, without regard to any provision that would make the laws of another jurisdiction applicable. All disputes between You and First Class Technologies shall be finally resolved through binding arbitration in Wilmington, Delaware. The arbitration shall be conducted by one (1) arbitrator who is a retired judge. The parties shall conduct discovery as agreed upon or as permitted by the arbitrator. A party may file for an order on the arbitration decision exclusively in the Delaware Superior Court, County of New Castle or the United States District Court for the District of Delaware. The parties shall share equally the costs of the arbitrator, arbitration body and arbitration facilities (if applicable). Each party may bring a claim or action for injunctive relief without submitting the claim to final and binding arbitration. Neither party shall have the obligation to post a bond or demonstrate actual harm before bringing a claim or action for injunctive relief. Each party consents to the exclusive jurisdiction and venue of the Delaware Superior Court, County of New Castle or the United States District Court for the District of Delaware for any equitable claim or other action related to or arising from these Terms. Each party shall bear his/her/its own expenses and attorneys' fees related to any arbitration, claim or action.