Repsly Supplemental Professional Services Terms


Acceptance of Terms

We are Repsly, Inc., a Delaware USA corporation.  If you have ordered customized services or other professional services from Repsly, the following professional services terms shall govern your purchase and Repsly’s provision of those services.  These Professional Services Terms supplement, and in no way limit or change, the general Customer Terms of Service that govern your use of Repsly’s online retail execution software as a service, located at: (the “Customer Terms”).  Unless otherwise stated in these Professional Services Terms, the Customer Terms shall also apply to Repsly’s provision of professional services, including confidentiality, notice, termination and other terms.

In these Professional Services Terms, we refer to ourselves as “Repsly,” “we,” “us,” “our,” etc. Also, throughout these Professional Services Terms, “you” (including “your” and “yours”) means the business entity or individual that executed sales order form or statement of work (each an “Order”) for professional services from Repsly.  Capitalized terms that are not defined in these Professional Services Terms have the meanings given to them in the Customer Terms.


Unless otherwise indicated in the relevant  Sales Order, invoices for professional services and expenses will be rendered monthly.  Invoices will be due upon receipt, but no later than thirty (30) days after the date of the invoice.  Late payments are subject to 1½% interest per month (18% annually).

Ownership (Non-Software Work Product)

(a)    Work product created by Repsly that is not software will become and remain the sole property of Repsly, including all associated copyright and other intellectual property rights.  Upon payment of all required Fees, Repsly hereby grants you a worldwide, non-exclusive, fully-paid, non-transferable perpetual license to use the non-software work product for your internal business purposes. 

(b)    In furtherance of the foregoing, Repsly will retain all rights in its proprietary methodologies for delivery of its professional services used by Repsly during the course of a relevant Order including, but not limited to, descriptions of the methodology, document templates and project tools (“Methodology”). You acknowledge that the Methodology is Confidential Information.  Repsly grants you at no additional charge a worldwide, non-exclusive, fully-paid, non-transferable perpetual license to use the Methodology internally in connection with the Deliverables.

Ownership (Software)

  1. a)   “Developed Software” means software created or owned by Repsly identified as a Deliverable in an Order and delivered by Repsly in accordance with specifications developed during the professional services or set forth in the relevant Order.  Developed Software may consist of Custom Software and/or Repsly Software, as defined below.
  2. i) “Custom Software” means that portion of the Developed Software first created by Repsly under the relevant Order. 
  3. ii)   “Repsly Software” means pre-existing software owned by Repsly incorporated into the Developed Software.  Repsly retains all rights to Repsly Software.  Upon payment of all required Fees, Repsly hereby grants you a worldwide, non-exclusive, fully-paid, non-transferable perpetual license to use the Repsly Software for your internal business purposes.
  4. b)   “Third Party Software” means software owned by a third party and delivered by Repsly to you.  Third Party Software is either licensed directly by you from the third party or through Repsly as sublicensor.  Your rights in the Third Party Software are set forth in the license agreement between you and the third party or the sublicense from Repsly, as applicable.

Limited Warranty

Repsly warrants that the professional services provided hereunder will be of a professional quality conforming to generally accepted industry standards.  In addition, Repsly represents and warrants that (a) none of the professional services or any part of this Agreement is or will be inconsistent with any obligation Repsly may have to others; (b)  the professional services as they are delivered to you will not infringe, misappropriate or violate any copyright or trade secret of any person or entity; (c) Repsly has the full right to provide you with the assignments and rights provided for herein (including without limitation, through execution of appropriate written agreements with its employees, agents and contractors).  IN ADDITION, NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE PROFESSIONAL SERVICES (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE TOTAL AMOUNTS REPSLY RECEIVED FROM YOU FOR ITS PROFESSIONAL SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.


Infringement Indemnification

Repsly, at its expense, will defend you against any claim that the Developed Software provided hereunder infringes or violates any copyright or trade secret of a third party, and will pay all costs and damages finally awarded or agreed upon in settlement; provided that you give Repsly prompt written notice of such claim, sole authority to defend or settle the claim and reasonable assistance in defending the claim.  Repsly will obtain for you the right to continue using the Developed Software, or replace or modify the Developed Software so that it becomes non-infringing.  Repsly will not have any liability under this Section if the alleged infringement is based upon your modification of the Developed Software or your combination of the Developed Software with other technology not provided or approved by Repsly.  This Section states your sole and exclusive remedy with respect to third party infringement claims. 

Independent Contractor

Repsly is an independent contractor.  You will have no responsibility to provide fringe benefits or to withhold taxes normally withheld from an employee’s pay on behalf of Repsly’s employees.  Repsly shall be permitted to use subcontractors to provide services under this Agreement, provided that Repsly shall be responsible for the performance of its subcontractors.

Solicitation of Employees

Unless otherwise approved in writing, for the term of any Order and twelve (12) months beyond, you will not offer employment to any employee or individual subcontractor of Repsly who performed professional services under this Agreement or any related Order, or contract with, either individually or through a third party, any such employee or individual subcontractor of Repsly.

Last updated: September 24, 2021