Lauken Corp.

repree Terms and Conditions of Use

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED, YOU AGREE TO AND ARE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF LAUKEN CORP.’S ONLINE SERVICE, repree, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

Welcome

As part of the Service, Lauken Corp. will provide you with use of the Service, including a browser interface via a secured website, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the repree website incorporated by reference herein, including but not limited to Lauken Corp.’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

Overview of repree

repree represents the Omni-Present Real Estate Information Exchange system, a web-based document management software system designed to assist real estate industry professionals with the efficient and effective management of their client data and related documents.

1. Privacy & Security; Disclosure

Lauken Corp.’s privacy and security policies may be viewed at www.repree.com. Lauken Corp. reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Lauken Corp. occasionally may need to access the information provided by users upon registration to notify all users of the Service of important announcements regarding the operation of the Service.

2. License Grant & Restrictions

Lauken Corp. hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Lauken Corp.. You may not access the Service if you are a direct competitor of Lauken Corp., except with Lauken Corp.’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer the Service or (v) access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, provincial, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Lauken Corp. immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Lauken Corp. immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another repree User or provide false identity information to gain access to or use the Service.

4. Account Information and Data

Lauken Corp. does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Lauken Corp., shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Lauken Corp. shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Lauken Corp. Upon termination, your right to access or use Customer Data immediately ceases, and Lauken Corp. shall have no obligation to maintain or forward any Customer Data.

5. Intellectual Property Ownership

Lauken Corp. alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Lauken Corp. Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Lauken Corp. Technology or the Intellectual Property Rights owned by Lauken Corp..

6. Charges and Payment of Fees

Registration for the use of the repree Services is free. Once registered, users of the Services will be charged a fixed monthly fee for unlimited access to the service. There are no maintenance fees or other administration fees. All fees are in Canadian Dollars. You are responsible for paying all fees and applicable taxes associated with our site and the Services upon login with a valid payment method. If your payment method fails, access to our site and the Services will not be granted.

11. Termination

Any unauthorized use of the Lauken Corp. Technology or Service will be deemed a material breach of this Agreement. Lauken Corp., in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Lauken Corp. has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement and such breach has not been cured within 30 days of notice of such breach.

12. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Lauken Corp. represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof.. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your method of payment information provided upon registrationis correct.

13. Mutual Indemnification

You shall indemnify and hold Lauken Corp. And any parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Lauken Corp. (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Lauken Corp. of all liability and such settlement does not affect Lauken Corp.’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. Lauken Corp. shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Lauken Corp. of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Lauken Corp.; provided that you (a) promptly give written notice of the claim to Lauken Corp.; (b) give Lauken Corp. sole control of the defense and settlement of the claim (provided that Lauken Corp. may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Lauken Corp. all available information and assistance; and (d) have not compromised or settled such claim. Lauken Corp. shall have no indemnification obligation, and you shall indemnify Lauken Corp. pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

14. Disclaimer of Warranties

LAUKEN CORP. MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. LAUKEN CORP. DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LAUKEN CORP..

15. Internet Delays

LAUKEN CORP.’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LAUKEN CORP. IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Additional Rights

Certain provinces, states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

18. Local Laws

Lauken Corp. makes no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside Canada you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to Canadian law is prohibited.

19. Notice

Lauken Corp. may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in repree’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in repree's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Lauken Corp. (such notice shall be deemed given when received by Lauken Corp.) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Lauken Corp. at the following address: Lauken Corp.., c/o 189 Springwood Dr SE, Calgary, Alberta, Canada, T2L 0W2 addressed to the attention of: Officers or by email to info@repree.com.

20. Modification to Terms

Lauken Corp. reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

21. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Lauken Corp. but may be assigned without your consent by Lauken Corp. to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Lauken Corp. directly or indirectly owning or controlling 50% or more of you shall entitle Lauken Corp. to immediately terminate this Agreement for cause immediately upon written notice.

22. General

This Agreement shall be governed by the laws of the province of Alberta and the federal laws of Canada applicable therein and without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the provincial and federal courts located in Calgary, Alberta. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable such provisions shall be severed and the remainder of this Agreement shall remain in full force and effect unless the business purpose of this Agreement is substantially frustrated thereby. No joint venture, partnership, employment, or agency relationship exists between you and Lauken Corp. as a result of this agreement or use of the Service. The failure of Lauken Corp. to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Lauken Corp. in writing. This Agreement comprises the entire agreement between you and Lauken Corp. and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

23. Definitions

As used in this Agreement :
"Agreement" means these online terms of useand any materials available on the Lauken Corp. website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by from time to time in its sole discretion;
"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;
"Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service;
"Effective Date" means the date the User became registered to use the Service;
"Intellectual Property Rights" means any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks (registered or unregistered), service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
"Lauken Corp." means Lauken Corp., an Alberta corporation, having its principal place of business at 189 Springwood Dr. SW Calgary, Alberta, Canada
"Lauken Corp. Technology" means all of Lauken Corp.'s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Lauken Corp. in providing the Service;
"Service(s)" means the use of the services provided to you by Lauken Corp., to which you are being granted access under this Agreement, including the Lauken Corp. Technology and the Content;
"User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Lauken Corp. at your request).

Questions or Additional Information: If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@repree.com .