Terms of Service

Effective Date: June 7, 2026

These Terms of Service ("Terms") govern your access to and use of Replex, including our website, web application, software, AI-assisted features, and related services (collectively, the "Service").

Replex is a B2B SaaS product that helps teams respond to security questionnaires, vendor assessments, RFPs, and similar documents using an approved knowledge base, semantic search, and AI-assisted drafting.

Replex is currently operated as an early-stage product and has not yet been incorporated as a separate legal entity. References to "Replex," "we," "us," and "our" refer to the operator of the Replex service.

By accessing or using the Service, you agree to these Terms. If you do not agree to these Terms, do not use the Service.

Privacy contact: dpo@replex.online
General contact: contact@replex.online
Website: https://replex.online

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1. Eligibility and Business Use

The Service is intended for business and professional use only.

You may use the Service only if:

• you are at least 18 years old;
• you have the legal capacity to enter into these Terms;
• you are using the Service for business or professional purposes;
• you are not prohibited from using the Service under applicable law.

If you use the Service on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms. In that case, "you" and "your" refer to both you and that organization.

The Service is not intended for personal, household, medical, financial, or consumer use.

2. Accounts and Workspaces

To use certain parts of the Service, you may need to create an account.

You agree to:

• provide accurate and current account information;
• keep your login credentials secure;
• promptly notify us if you suspect unauthorized access;
• be responsible for all activity under your account or workspace.

You may not share accounts in a way that avoids seat limits, access controls, or subscription restrictions.

We may suspend or terminate accounts that violate these Terms, create security risks, or misuse the Service.

3. The Service

Replex may allow users to:

• upload questionnaires, RFPs, vendor assessments, and similar documents;
• extract questions and answers from documents;
• create and manage a workspace knowledge base;
• match new questions against existing knowledge base entries;
• generate AI-assisted draft answers;
• review, approve, and edit responses;
• export completed responses;
• collaborate with team members.

We may update, change, improve, limit, or discontinue parts of the Service at any time.

Because Replex is an early-stage product, some features may be experimental, incomplete, or subject to change.

4. Free Trial and Subscriptions

Replex may offer a free trial.

The current free trial does not require a payment card.

After a free trial ends, continued access to paid features may require an active paid subscription.

Subscription terms, pricing, limits, and features may be described on the Replex website or inside the Service. We may change pricing or plan features from time to time. Changes will apply prospectively unless otherwise stated.

You are responsible for any taxes, duties, or similar charges associated with your use of paid plans.

5. Payments

Replex uses Stripe or a similar third-party payment provider to process payments.

By purchasing a paid plan, you authorize us and our payment provider to charge applicable fees using your selected payment method.

We do not store full payment card numbers.

Unless otherwise stated:

• fees are billed in advance;
• fees are non-refundable except where required by law or expressly agreed by us;
• subscriptions may renew automatically unless canceled before the renewal date;
• failure to pay may result in suspension or termination of paid features.

If Stripe has not yet fully verified the applicable legal or business account, some payment, invoicing, or subscription functionality may be limited or subject to change.

6. Cancellation

You may cancel your subscription according to the cancellation flow available in the Service or by contacting us at contact@replex.online.

Cancellation stops future renewal charges but does not automatically entitle you to a refund for fees already paid, unless required by law or expressly agreed by us.

After cancellation, your access to paid features may continue until the end of the current billing period.

7. Customer Content

"Customer Content" means any content, documents, files, text, data, questions, answers, knowledge base entries, prompts, instructions, comments, exports, or other materials that you upload, submit, create, generate, or store through the Service.

You retain ownership of your Customer Content.

You grant Replex a limited, non-exclusive, worldwide license to host, store, process, reproduce, display, transmit, and use Customer Content solely as necessary to:

• provide the Service;
• operate and maintain your account and workspace;
• process uploaded documents;
• build and maintain your workspace knowledge base;
• perform semantic search and matching;
• generate AI-assisted drafts;
• provide support;
• maintain security;
• comply with legal obligations.

We do not claim ownership of your Customer Content.

8. Your Responsibilities for Customer Content

You are responsible for your Customer Content and for ensuring that you have all rights, permissions, and legal bases needed to upload, process, and use it in Replex.

You agree not to upload or process content that:

• you are not authorized to use;
• violates any law, contract, confidentiality obligation, or third-party right;
• contains malware or malicious code;
• is unlawful, harmful, abusive, fraudulent, or misleading;
• contains highly sensitive data not needed for the Service.

Unless there is a separate written agreement with us, you should not upload:

• protected health information or medical records;
• payment card data;
• government identification numbers;
• passwords;
• private keys;
• API keys;
• secrets;
• highly sensitive personal information;
• information subject to special regulatory requirements that Replex has not expressly agreed to support.

Replex is not intended to be used as a system of record for highly sensitive regulated data.

9. AI Features

Replex includes AI-assisted features that may help with semantic search, question matching, answer drafting, summarization, classification, and knowledge base workflows.

AI features may use third-party AI infrastructure, including:

• OpenRouter;
• DeepSeek models through OpenRouter;
• OpenAI text-embedding-3-small for embeddings and semantic matching;
• other AI providers or models that may be added later.

When AI features are used, Replex may process Customer Content in chunks, including selected questionnaire text, extracted document text, prior answers, relevant knowledge base entries, user instructions, and limited surrounding context.

AI-generated outputs are drafts and may be incomplete, inaccurate, outdated, misleading, or unsuitable for your intended purpose.

You are solely responsible for:

• reviewing AI-generated outputs;
• verifying accuracy;
• ensuring consistency with your company's actual security practices;
• obtaining any required legal, security, compliance, or management approval;
• deciding whether and how to use or send any generated response.

Replex does not provide legal, security, compliance, audit, or professional advice.

You should not rely on AI-generated output as a substitute for professional judgment.

10. No Guarantee of Questionnaire Acceptance

Replex may help you prepare responses to questionnaires, RFPs, assessments, and similar documents.

However, we do not guarantee that:

• any answer will be accepted by a customer, prospect, vendor, auditor, or reviewer;
• any response will satisfy a legal, regulatory, contractual, or security requirement;
• use of the Service will result in winning a deal, passing a review, or meeting a compliance obligation;
• generated responses will be complete, accurate, or appropriate for every situation.

You remain responsible for the final content and use of all responses.

11. Knowledge Base and Approved Answers

Replex may allow you to create, store, and manage approved or reusable answers in a workspace knowledge base.

Any labels such as "approved," "matched," "suggested," "draft," or similar are workflow labels only. They do not mean that Replex has independently verified the accuracy, legal sufficiency, security sufficiency, or compliance status of the content.

You are responsible for maintaining the accuracy and currency of your knowledge base.

12. Acceptable Use

You agree not to:

• use the Service for unlawful, harmful, abusive, fraudulent, or deceptive purposes;
• attempt to gain unauthorized access to the Service or other users' data;
• interfere with or disrupt the Service;
• reverse engineer, decompile, or attempt to extract source code except where permitted by law;
• scrape, crawl, or use automated systems against the Service without permission;
• overload, abuse, or circumvent rate limits or usage limits;
• use the Service to develop a competing product using non-public aspects of the Service;
• remove proprietary notices;
• resell, sublicense, or provide the Service to third parties without permission;
• upload malware, harmful code, or exploit payloads;
• use the Service in violation of export controls, sanctions, or applicable laws.

We may investigate and take action against misuse, including suspension or termination.

13. Security

We use commercially reasonable technical and organizational measures designed to protect the Service and Customer Content.

However, no system is perfectly secure. You are responsible for:

• using strong passwords;
• protecting account credentials;
• managing user access to your workspace;
• removing users who should no longer have access;
• reviewing exports before sharing them externally;
• promptly notifying us of suspected unauthorized access.

You must not attempt to test, scan, or probe the security of Replex without our prior written permission.

14. Third-Party Services

The Service may depend on third-party services, including infrastructure, hosting, database, storage, authentication, payment, email, and AI providers.

These may include:

• Cloudflare;
• Supabase;
• OpenRouter;
• DeepSeek models through OpenRouter;
• OpenAI embedding models;
• Stripe;
• Resend;
• other service providers used to operate Replex.

Third-party services are governed by their own terms and policies. We are not responsible for third-party services except as required by applicable law.

Third-party service outages, limitations, changes, or errors may affect the Service.

15. Data Processing and Privacy

Our collection and use of information is described in our Privacy Policy.

By using the Service, you acknowledge that we process information as described in the Privacy Policy.

If your use of Replex requires a data processing agreement, security review, or similar documentation, contact us at contact@replex.online. We may provide additional documentation at our discretion or as required for paid customers.

16. Confidentiality

Each party may receive confidential information from the other party.

"Confidential Information" means non-public information that a reasonable person would understand to be confidential, including Customer Content, product plans, technical information, business information, security information, pricing discussions, and credentials.

Each party agrees to:

• use the other party's Confidential Information only for purposes related to the Service;
• protect it using reasonable care;
• not disclose it to third parties except as necessary to provide or use the Service, comply with law, or with permission.

Confidentiality obligations do not apply to information that:

• becomes public through no fault of the receiving party;
• was already known without confidentiality obligations;
• is independently developed without use of Confidential Information;
• is lawfully received from a third party without confidentiality obligations.

17. Feedback

If you provide feedback, suggestions, ideas, or recommendations about Replex, you grant us the right to use them without restriction or compensation.

We may use feedback to improve the Service, develop features, or create new products.

18. Intellectual Property

Replex and its software, design, branding, logos, workflows, user interface, documentation, and other materials are owned by Replex or its licensors.

Except for the limited right to use the Service under these Terms, no rights are granted to you in Replex intellectual property.

You may not copy, modify, distribute, sell, lease, or create derivative works based on the Service unless we expressly permit it.

19. Beta and Early Access Features

Replex may offer beta, experimental, or early access features.

Such features may be incomplete, unstable, changed, discontinued, or removed at any time.

Beta features are provided "as is" and may be subject to additional limitations.

20. Suspension and Termination

We may suspend or terminate your access to the Service if:

• you violate these Terms;
• you fail to pay applicable fees;
• your use creates security, legal, or operational risk;
• we suspect fraud, abuse, or unauthorized access;
• required by law;
• we discontinue the Service or materially change our business.

You may stop using the Service at any time.

Upon termination:

• your right to use the Service ends;
• your access to Customer Content may be limited or removed;
• we may delete or retain information according to our Privacy Policy and retention practices;
• sections that by their nature should survive will survive, including payment obligations, confidentiality, disclaimers, limitations of liability, intellectual property, and dispute provisions.

21. Service Availability

We aim to provide a reliable Service, but we do not guarantee uninterrupted or error-free operation.

The Service may be unavailable due to:

• maintenance;
• updates;
• infrastructure issues;
• third-party provider outages;
• security incidents;
• force majeure events;
• other factors outside our control.

We may modify, suspend, or discontinue the Service at any time.

22. Disclaimers

The Service is provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, we disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of:

• merchantability;
• fitness for a particular purpose;
• non-infringement;
• accuracy;
• reliability;
• availability;
• security;
• error-free operation.

We do not warrant that the Service or AI-generated outputs will meet your requirements, be accurate, be complete, be uninterrupted, or be free from harmful components.

23. Limitation of Liability

To the maximum extent permitted by law, Replex will not be liable for:

• indirect, incidental, special, consequential, exemplary, or punitive damages;
• lost profits;
• lost revenue;
• lost business opportunities;
• lost goodwill;
• lost data;
• security questionnaire rejection;
• failed sales opportunities;
• procurement delays;
• compliance failures;
• damages arising from AI-generated outputs or your use of them.

To the maximum extent permitted by law, Replex's total liability for any claim arising out of or relating to the Service or these Terms will not exceed the greater of:

• the amount you paid to Replex for the Service in the three months before the event giving rise to the claim; or
• USD $100.

Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you.

24. Indemnification

You agree to indemnify and hold harmless Replex from and against claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or related to:

• your use of the Service;
• your Customer Content;
• your violation of these Terms;
• your violation of applicable law;
• your violation of third-party rights;
• your use or sharing of AI-generated outputs;
• your security questionnaire, RFP, vendor assessment, or compliance responses.

We may control the defense of any matter subject to indemnification, and you agree to cooperate with us.

25. Export Controls and Sanctions

You may not use the Service if you are located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive sanctions, or if you are listed on any applicable restricted party list.

You agree not to use the Service in violation of export control or sanctions laws.

26. Changes to These Terms

We may update these Terms from time to time.

If we make material changes, we may notify you by:

• posting an updated version on the website;
• updating the effective date;
• sending an email;
• providing an in-app notice.

Your continued use of the Service after updated Terms become effective means you accept the updated Terms.

If you do not agree to the updated Terms, you must stop using the Service.

27. Governing Law

Because Replex has not yet been incorporated, the governing law and venue may need to be updated once a legal entity is formed.

Until then, these Terms will be interpreted to the maximum extent permitted under applicable law.

Once Replex is incorporated, we may update these Terms to specify the governing law, venue, legal entity name, and registered address.

28. Dispute Resolution

Before filing a claim, each party agrees to try to resolve disputes informally by contacting the other party.

You can contact us at contact@replex.online.

If a dispute cannot be resolved informally, it will be handled according to the governing law and dispute resolution process specified in the then-current version of these Terms, or as otherwise required by applicable law.

29. Assignment

You may not assign or transfer these Terms without our prior written consent.

We may assign or transfer these Terms as part of a merger, acquisition, reorganization, sale of assets, financing, or operation of law.

30. Severability

If any part of these Terms is found unenforceable, the remaining parts will remain in effect.

The unenforceable part will be modified to the minimum extent necessary to make it enforceable, where permitted by law.

31. Entire Agreement

These Terms, together with the Privacy Policy and any plan-specific terms presented in the Service, constitute the entire agreement between you and Replex regarding the Service.

They replace any prior or contemporaneous agreements, understandings, or communications about the Service.

32. Contact

For questions about these Terms, contact us at:

Replex
General contact: contact@replex.online
Privacy contact: dpo@replex.online
Website: https://replex.online