REPS GuardREPS Guard

Terms of Service

REPS Guard LLC
Effective Date: March 21, 2026
Last Updated: March 21, 2026

Table of Contents

  1. Agreement to Terms
  2. Important Disclaimers
  3. Description of the Service
  4. Account Registration and Security
  5. Subscription Plans, Fees, and Payment
  6. Your Data and Content
  7. License Grants
  8. Intellectual Property
  9. Acceptable Use Policy
  10. Third-Party Services and Integrations
  11. Artificial Intelligence Features
  12. Beta Features and Early Access
  13. Privacy and Data Protection
  14. Disclaimer of Warranties
  15. Limitation of Liability
  16. Indemnification
  17. Dispute Resolution and Arbitration
  18. Termination
  19. Modifications to Terms
  20. General Provisions
  21. Contact Information

1. Agreement to Terms

1.1 Acceptance

By creating an account, accessing, or using any part of the REPS Guard mobile application, web dashboard, or related services (collectively, the “Service”), you agree to be bound by these Terms of Service (“Terms,” “Agreement”). The Service is operated by REPS Guard LLC (“REPS Guard,” “Company,” “we,” “us,” or “our”), a California limited liability company.

1.2 Binding Agreement

These Terms constitute a legally binding agreement between you (“User,” “you,” or “your”) and REPS Guard. If you are using the Service on behalf of a business, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and “you” and “your” will refer to both you individually and that entity.

1.3 Refusal

If you do not agree to these Terms, you must not access or use the Service. Your continued use of the Service constitutes ongoing acceptance of these Terms as they may be amended from time to time.

1.4 Additional Terms

Certain features of the Service may be subject to additional terms and conditions, which will be presented to you when you access those features. Such additional terms are incorporated by reference into these Terms. In the event of a conflict, the additional terms will govern with respect to the applicable feature.

2. Important Disclaimers

2.1 REPS Guard Is Not Tax, Legal, or Financial Advice

REPS GUARD IS A TIME-TRACKING AND RECORD-KEEPING TOOL. THE SERVICE DOES NOT PROVIDE TAX ADVICE, LEGAL ADVICE, ACCOUNTING SERVICES, OR ANY OTHER PROFESSIONAL ADVISORY SERVICES.

You expressly acknowledge and agree that:

  • The IRS activity categories, hour thresholds (including the 750-hour requirement), material participation rules, and other tax-related information referenced in the Service are provided for informational and organizational purposes only
  • Whether you qualify for Real Estate Professional Status (“REPS”) under Internal Revenue Code Section 469 depends on your specific facts and circumstances and must be determined by a qualified tax professional
  • REPS Guard does not guarantee, represent, or warrant that your records will satisfy an IRS audit or meet any specific legal or regulatory standard
  • The Service does not constitute a recommendation to claim REPS status, take any tax position, or make any tax election
  • Any calculations, hour totals, mileage figures, or reports generated by the Service are based solely on the data you provide and may contain errors
  • You should always consult a licensed Certified Public Accountant (CPA), enrolled agent, or tax attorney before making tax decisions or filing tax returns

2.2 Your Sole Responsibility

You are solely and exclusively responsible for:

  • The accuracy, completeness, and truthfulness of all information you enter into the Service
  • Determining whether your activities qualify as real property trades or businesses under applicable IRS rules
  • Properly preparing and filing your tax returns
  • Maintaining your own independent backup copies of your records
  • Seeking and following the advice of qualified tax, legal, and financial professionals
  • Ensuring compliance with all applicable federal, state, and local laws and regulations

REPS Guard provides tools to help you organize and maintain records. All decisions you make regarding your tax filings, REPS elections, deductions, and compliance are yours alone, and REPS Guard bears no responsibility or liability for those decisions.

2.3 Not a Government Service

REPS Guard is not affiliated with, endorsed by, or associated with the Internal Revenue Service (IRS), any state tax authority, or any government agency. References to IRS rules, categories, and requirements are based on publicly available guidance and are subject to change.

3. Description of the Service

3.1 What REPS Guard Provides

REPS Guard is a software-as-a-service (“SaaS”) platform that helps real estate professionals:

  • Track time spent on real property trades and businesses
  • Log business mileage and trips using GPS
  • Categorize activities according to IRS activity categories (construction, reconstruction, acquisition, conversion, rental, operation, management, leasing, brokerage, development, redevelopment)
  • Manage property and vehicle records
  • Generate reports, summaries, and exports for tax documentation purposes
  • Maintain contemporaneous records that support compliance with IRS record-keeping standards
  • Use AI-assisted features to streamline data entry

3.2 Service Availability

We strive to maintain the Service on a 24/7 basis, but we do not guarantee uninterrupted, error-free, or continuous access. The Service may be temporarily unavailable due to:

  • Scheduled maintenance (we will use commercially reasonable efforts to provide advance notice)
  • Unscheduled outages, technical failures, or infrastructure issues
  • Force majeure events (as defined in Section 20.6)
  • Disruptions to third-party services on which the Service depends
  • Security incidents requiring immediate response

3.3 Modifications to the Service

We reserve the right to modify, update, enhance, suspend, or discontinue any feature, functionality, or component of the Service at any time, with or without notice, in our sole discretion. If we discontinue a material feature or the entire Service, we will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice and will not remove your ability to export your existing data without at least sixty (60) days’ notice.

3.4 Mobile and Web Platforms

The Service is available as a mobile application for iOS (and, when available, Android) and as a web dashboard at repsguard.com. Features may vary between platforms. We do not guarantee feature parity across all platforms at all times.

4. Account Registration and Security

4.1 Account Creation

To use the Service, you must create an account by providing a valid email address and creating a password, or by authenticating through a supported third-party provider (e.g., Google Sign-In, Apple Sign-In). You agree to:

  • Provide accurate, current, and complete registration information
  • Maintain and promptly update your registration information to keep it accurate and complete
  • Keep your login credentials secure, confidential, and not shared with any other person
  • Notify us immediately at support@repsguard.com if you suspect any unauthorized access to or use of your account
  • Not create more than one account per individual unless expressly authorized by us

4.2 Account Responsibility

You are responsible for all activity that occurs under your account, whether or not you have authorized such activity. We are not liable for any loss, damage, or expense arising from unauthorized use of your account resulting from your failure to maintain the security of your login credentials.

4.3 Age Requirement

You must be at least eighteen (18) years old to create an account and use the Service. By creating an account, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into this Agreement.

4.4 Account Verification

We reserve the right to verify your identity, your eligibility to use the Service, or any information you provide at any time. We may suspend or terminate your account if we are unable to verify your identity or if we determine that any information you have provided is inaccurate or misleading.

5. Subscription Plans, Fees, and Payment

5.1 Subscription Tiers

REPS Guard offers the following subscription tiers (features and pricing are subject to change):

PlanMonthlyAnnualDescription
Free$0$0Basic time tracking with limited features
Pro$12.99/month$99.99/yearFull feature access including unlimited entries, trips, and reports
Pro+$24.99/month$199.99/yearPremium features including advanced reporting, AI-assisted entry parsing, and priority support

Current plan details, feature lists, and pricing are always available at repsguard.com and within the App.

5.2 Billing and Auto-Renewal

5.2.1 Web Subscriptions (Stripe)

Web subscriptions are processed through Stripe, Inc. Your subscription will automatically renew at the end of each billing period (monthly or annual) at the then-current rate unless you cancel before the renewal date. You authorize us to charge your payment method on file for each renewal period.

5.2.2 Mobile Subscriptions (Apple App Store / RevenueCat)

Mobile subscriptions purchased through the Apple App Store are managed by Apple and processed via RevenueCat. Billing, renewal, and payment terms are governed by Apple’s applicable terms of service. Subscription management, including cancellation, must be performed through your Apple ID settings.

Payment will be charged to your Apple ID account at the confirmation of purchase. Subscription automatically renews unless it is canceled at least 24 hours before the end of the current period. Your account will be charged for renewal within 24 hours prior to the end of the current period.

5.2.3 Billing Cycle

You will be charged at the beginning of each billing period. For annual subscriptions, you will be charged the full annual amount at the start of the subscription and at each annual renewal.

5.3 Cancellation

  • Web subscriptions: You may cancel your subscription at any time through your account settings on the web dashboard. Cancellation takes effect at the end of the current billing period. You will retain access to paid features until the end of the period for which you have already paid.
  • Mobile subscriptions: You must manage or cancel your subscription through Apple’s App Store. See Apple’s subscription management instructions. Cancellation does not take effect until the end of the current billing period.
  • Cancellation of a subscription does not entitle you to a refund of fees already paid for the current billing period.

5.4 Refunds

  • Web subscriptions: Refund requests are evaluated on a case-by-case basis at our sole discretion. To request a refund, contact support@repsguard.com within fourteen (14) days of the charge. We are not obligated to provide refunds except as required by applicable law.
  • Mobile subscriptions: Refunds for purchases made through the Apple App Store are governed by Apple’s refund policy. You must contact Apple directly for refund requests related to App Store purchases.

5.5 Free Tier

The free tier provides limited functionality as determined by us. We reserve the right to modify, limit, or discontinue the free tier at any time in our sole discretion. Free tier accounts are subject to the same terms, policies, and protections as paid accounts unless otherwise specified.

5.6 Price Changes

We may change subscription prices at any time. We will provide at least thirty (30) days’ advance notice of any price increase via email or in-app notification. Price changes will not affect your current billing period. If you do not agree to a price change, your sole remedy is to cancel your subscription before the next billing period at the new price. Continued use of the Service after the price change takes effect constitutes acceptance of the new price.

5.7 Taxes

You are responsible for all applicable taxes, duties, and governmental assessments related to your subscription, excluding taxes based on REPS Guard’s net income. If we are required to collect taxes on your behalf, such taxes will be added to your invoice.

5.8 Delinquent Accounts

If your payment method fails or your account becomes delinquent, we may suspend or limit your access to paid features until payment is received. We reserve the right to charge a late fee on overdue amounts to the extent permitted by applicable law. If your account remains delinquent for more than sixty (60) days, we may downgrade your account to the free tier.

6. Your Data and Content

6.1 Ownership of Your Data

You retain all ownership rights in and to the data and content you create, input, upload, or import into the Service (“Your Content”), including time entries, trip logs, property information, vehicle records, notes, descriptions, and any other user-generated content. Nothing in these Terms transfers ownership of Your Content to REPS Guard.

6.2 License Grant to REPS Guard

By using the Service, you grant REPS Guard a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, store, process, reproduce, modify, adapt, and display Your Content solely for the following purposes:

  • Operating, providing, maintaining, and improving the Service
  • Developing new features, products, and services
  • Providing customer support and troubleshooting
  • Fulfilling our legal and compliance obligations
  • Any other purpose described in our Privacy Policy

Additionally, for aggregated, anonymized, or de-identified data derived from Your Content (which cannot reasonably be linked back to you), you grant REPS Guard a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, display, distribute, and create derivative works from such data for any lawful business purpose, including:

  • Generating aggregated analytics, benchmarks, and industry reports
  • Training and improving machine learning models and algorithms
  • Publishing statistical analyses and market research

This license continues for as long as Your Content is stored on our systems and survives termination of your account solely to the extent necessary to complete the above purposes (e.g., completing a deletion cycle, retaining legally required records, or maintaining de-identified datasets).

6.3 Responsibility for Your Content

You are solely responsible for Your Content. You represent and warrant that:

  • You have all necessary rights, licenses, and permissions to submit Your Content to the Service
  • Your Content does not violate any applicable law, regulation, or third-party right
  • Your Content is accurate and not misleading (particularly with respect to time entries, activity descriptions, and mileage records that may be used for tax purposes)
  • Your Content does not contain viruses, malware, or other harmful code

6.4 Data Portability

You may export Your Content at any time in CSV, PDF, or other supported formats through the Service’s built-in export features. We encourage you to maintain your own backup copies. If you plan to cancel your account, we recommend exporting your data before doing so.

6.5 Data Integrity Features

The Service includes features designed to maintain IRS-grade record integrity:

  • Soft deletes — deleted records are hidden from your view but preserved in the database for audit trail purposes
  • Anti-backfill protection — records cannot be backdated beyond 48 hours of their creation time (except for bulk imports, which are flagged as imported)
  • Immutable creation timestamps — the created_at timestamp on every record is system-generated and cannot be altered
  • Generated duration — duration fields are computed from start and end times, not manually entered

These features are designed to protect the value and credibility of your records in the event of an IRS examination. They are not limitations of the Service; they are deliberate safeguards.

6.6 Feedback

If you provide REPS Guard with any feedback, suggestions, ideas, enhancement requests, recommendations, bug reports, or other input regarding the Service (“Feedback”), you hereby grant REPS Guard a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, display, create derivative works from, and otherwise exploit such Feedback for any purpose whatsoever, without restriction, attribution, or compensation to you.

You acknowledge that REPS Guard is not obligated to use, implement, or respond to any Feedback, and that similar ideas may be independently developed by REPS Guard or received from other sources.

7. License Grants

7.1 License to Use the Service

Subject to your compliance with these Terms and payment of applicable fees, REPS Guard grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal or internal business purposes in accordance with these Terms and any applicable subscription plan.

7.2 Restrictions

You may not:

  • Copy, modify, adapt, translate, or create derivative works of the Service or any part thereof
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or data structures of the Service
  • Rent, lease, lend, sell, sublicense, distribute, or otherwise make the Service available to any third party
  • Remove, obscure, or alter any proprietary notices, labels, or marks on or in the Service
  • Use the Service to build a competitive product or service, or to benchmark the Service against a competing product
  • Access the Service through any automated means (bots, scrapers, crawlers) without our prior written authorization
  • Use the Service in excess of any applicable usage limits or in violation of any applicable subscription plan restrictions
  • Circumvent, disable, or interfere with any security, access control, or usage limitation features of the Service

7.3 Open-Source Components

The Service may incorporate open-source software components. Such components are licensed to you under the terms of the applicable open-source licenses, which may override certain provisions of these Terms solely with respect to those components.

8. Intellectual Property

8.1 REPS Guard’s Intellectual Property

The Service, including but not limited to its software, code, algorithms, data structures, user interface, design, graphics, logos, icons, images, text, documentation, reports, and all other content and materials provided by REPS Guard (collectively, “REPS Guard IP”), is the exclusive property of REPS Guard LLC and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws of the United States and foreign jurisdictions.

8.2 Trademarks

“REPS Guard,” the REPS Guard logo, and all related names, logos, product and service names, designs, and slogans are trademarks of REPS Guard LLC. You may not use such marks without our prior written consent. All other names, logos, product and service names, designs, and slogans that may appear on the Service are the trademarks of their respective owners.

8.3 No Implied Rights

Except for the express license granted in Section 7.1, nothing in these Terms grants you any right, title, or interest in or to any REPS Guard IP, whether by implication, estoppel, or otherwise.

8.4 Copyright Infringement (DMCA)

If you believe that any content available through the Service infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by sending the following information to our designated agent:

  • A physical or electronic signature of the copyright owner or authorized representative
  • Identification of the copyrighted work claimed to have been infringed
  • Identification of the material that is claimed to be infringing and its location within the Service
  • Your contact information (address, telephone number, email address)
  • A statement that you have a good faith belief that the use is not authorized
  • A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner

DMCA Agent:
REPS Guard LLC
Email: admin@repsguard.com

9. Acceptable Use Policy

9.1 Prohibited Conduct

You agree not to:

  • Use the Service for any unlawful purpose, to facilitate fraud (including tax fraud), or to violate any applicable law, regulation, or ordinance
  • Create, submit, or store false, fraudulent, or misleading records in the Service, including fabricated time entries, fictitious trips, or falsified mileage data
  • Attempt to gain unauthorized access to the Service, other users’ accounts, or any computer systems or networks connected to the Service
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
  • Use any automated system, including robots, spiders, scrapers, or offline readers, to access the Service without our prior written authorization
  • Interfere with, disrupt, or place an unreasonable burden on the Service or its underlying infrastructure
  • Upload, transmit, or distribute any virus, worm, Trojan horse, or other malicious or harmful code
  • Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity
  • Collect, harvest, or store personal information about other users
  • Use the Service to send unsolicited communications (spam)
  • Resell, redistribute, sublicense, or commercially exploit the Service or any part thereof without our express written authorization
  • Use the Service to generate records for the purpose of committing tax evasion or fraud
  • Circumvent, disable, or otherwise interfere with security-related features of the Service

9.2 Enforcement

We reserve the right to investigate, suspend, or terminate your account and access to the Service, without notice or liability, if we believe in good faith that you have violated this Acceptable Use Policy or any other provision of these Terms. We may also cooperate with law enforcement authorities in the investigation and prosecution of illegal activity.

10. Third-Party Services and Integrations

10.1 Third-Party Dependencies

The Service relies on and integrates with third-party services, including but not limited to Supabase, Stripe, Apple, RevenueCat, Anthropic, Vercel, Google Maps Platform, and Expo. Your use of the Service may be subject to the terms of service, privacy policies, and other agreements of these third-party providers.

10.2 Links to Third-Party Services

The Service may contain links to or integrations with third-party websites, applications, or services that are not owned or controlled by REPS Guard. We do not endorse, assume responsibility for, or make any representations or warranties regarding any third-party services or their content, products, or practices.

10.3 Third-Party Terms

Your interactions with third-party services are governed solely by the terms and policies of those third parties. Relevant third-party terms include:

10.4 No Liability for Third Parties

REPS Guard is not responsible for any losses, damages, or claims arising from your use of third-party services, including but not limited to service outages, data breaches, or changes to third-party terms or functionality that affect the Service.

10.5 Future Integrations

We may add new third-party integrations and API connections in the future. Use of such integrations may be subject to additional terms, which will be presented to you at the time of activation.

11. Artificial Intelligence Features

11.1 AI-Powered Functionality

The Service includes features powered by artificial intelligence and machine learning (“AI Features”), currently including voice-to-entry parsing and smart categorization. We may introduce additional AI Features in the future.

11.2 AI Limitations

You acknowledge and agree that:

  • AI Features are provided on an “as is” basis and may produce inaccurate, incomplete, or unexpected results
  • You are solely responsible for reviewing, verifying, and confirming any AI-generated output before saving or relying on it
  • AI suggestions, categorizations, and parsed entries are not guaranteed to be accurate or suitable for IRS compliance purposes
  • AI Features may be modified, improved, or discontinued at any time
  • REPS Guard is not liable for any errors, omissions, or consequences arising from your reliance on AI-generated output

11.3 Data Usage for AI

By using AI Features, you acknowledge that relevant portions of Your Content (e.g., activity descriptions, timestamps, contextual data) may be transmitted to third-party AI service providers for processing. See our Privacy Policy for details on how AI service providers handle your data.

12. Beta Features and Early Access

12.1 Beta Access

We may offer certain features, services, or functionality on a beta, preview, early access, or experimental basis (“Beta Features”). Beta Features are provided for evaluation and testing purposes.

12.2 Beta Disclaimers

Beta Features are provided “AS IS” and “AS AVAILABLE” without any warranty of any kind. You acknowledge that:

  • Beta Features may be unstable, unreliable, or incomplete
  • Beta Features may contain bugs, errors, or defects
  • Beta Features may be modified or discontinued at any time without notice
  • Data created or processed through Beta Features may be lost or corrupted
  • We are not liable for any losses or damages arising from your use of Beta Features

12.3 Feedback on Beta Features

We may request Feedback on Beta Features. Any Feedback you provide is subject to the Feedback license grant in Section 6.6.

13. Privacy and Data Protection

13.1 Privacy Policy

Your use of the Service is subject to our Privacy Policy, available at repsguard.com/privacy and incorporated herein by reference. The Privacy Policy describes how we collect, use, store, and share your personal information.

13.2 Consent to Data Practices

By using the Service, you acknowledge that the collection, use, storage, and disclosure of your information is described in our Privacy Policy and these Terms. This includes, without limitation:

  • Collection and processing of precise GPS location data when mileage tracking is enabled
  • Transmission of data to third-party service providers as described in the Privacy Policy
  • Use of your data for service improvement, analytics, and product development
  • Creation and use of aggregated, anonymized, and de-identified datasets

13.3 Government and Law Enforcement Requests

We may disclose your information to government agencies or law enforcement authorities if we believe in good faith that such disclosure is required by law, regulation, or legal process (including subpoenas, court orders, or national security letters), or is necessary to protect the safety of any person, prevent illegal activity, or protect our rights and property.

14. Disclaimer of Warranties

14.1 “As Is” and “As Available”

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

14.2 Specific Disclaimers

Without limiting the generality of the foregoing, REPS Guard does not warrant that:

  • The Service will meet your specific requirements or expectations
  • The Service will be uninterrupted, timely, secure, or error-free
  • The results, calculations, reports, or data obtained through the Service will be accurate, reliable, or complete
  • Any errors or defects in the Service will be corrected
  • The Service will be compatible with your device, operating system, or network
  • The Service will satisfy IRS audit requirements for any particular taxpayer
  • Any hour totals, mileage calculations, or categorizations generated by the Service are free from error
  • The Service will be available at any particular time or in any particular location
  • The Service is suitable as the sole basis for any tax filing, deduction, or election

14.3 No Professional Advice

NOTHING IN THE SERVICE CONSTITUTES TAX ADVICE, LEGAL ADVICE, ACCOUNTING ADVICE, OR ANY OTHER FORM OF PROFESSIONAL ADVISORY SERVICE. YOUR USE OF THE SERVICE IS NOT A SUBSTITUTE FOR THE ADVICE OF A QUALIFIED PROFESSIONAL.

14.4 Third-Party Disclaimers

We make no warranties regarding any third-party services, products, or content accessible through or in connection with the Service.

14.5 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the above exclusions apply to the fullest extent permitted by applicable law.

15. Limitation of Liability

15.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REPS GUARD LLC, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “REPS GUARD PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

  • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
  • LOSS OF TAX BENEFITS, DEDUCTIONS, OR CREDITS
  • IRS PENALTIES, INTEREST, ADDITIONAL TAXES, OR AUDIT COSTS
  • LOSS OF DATA OR FAILURE OF DATA INTEGRITY
  • LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
  • COST OF PROCUREMENT OF SUBSTITUTE SERVICES
  • LOSS OF GOODWILL OR REPUTATION
  • PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM YOUR USE OF THE SERVICE (INCLUDING WHILE OPERATING A VEHICLE)
  • ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA
  • ANY INTERRUPTION OR CESSATION OF THE SERVICE

REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE) AND WHETHER OR NOT REPS GUARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Aggregate Liability Cap

THE TOTAL AGGREGATE LIABILITY OF THE REPS GUARD PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

(A) THE TOTAL AMOUNT YOU ACTUALLY PAID TO REPS GUARD IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

15.3 Basis of the Bargain

You acknowledge and agree that the disclaimers of warranties and limitations of liability set forth in these Terms are a fundamental and essential element of the bargain between you and REPS Guard. REPS Guard would not provide the Service without these limitations. You agree that these limitations are reasonable given the nature and pricing of the Service.

15.4 Essential Purpose

The limitations set forth in this Section 15 shall apply even if any limited remedy provided in these Terms fails of its essential purpose.

15.5 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of incidental, consequential, or certain other damages. In such jurisdictions, the liability of the REPS Guard Parties is limited to the fullest extent permitted by applicable law.

16. Indemnification

16.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless the REPS Guard Parties from and against any and all claims, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees, expert witness fees, and court costs) arising out of or relating to:

  • Your access to or use of the Service
  • Your violation of these Terms or any applicable law, regulation, or ordinance
  • Your violation of any third-party right, including intellectual property, privacy, or publicity rights
  • Your Content, including any claim that Your Content infringes or misappropriates a third-party right
  • Tax decisions, elections, filings, or positions you take based in whole or in part on data from the Service
  • Inaccurate, incomplete, misleading, or fraudulent data you enter into the Service
  • Your use of the Service while operating a motor vehicle or in any other potentially dangerous situation
  • Any dispute between you and a third party arising from your use of the Service

16.2 Indemnification Procedure

We will provide you with prompt written notice of any claim subject to indemnification (provided that failure to provide such notice will not relieve you of your indemnification obligations except to the extent materially prejudiced). You will have sole control of the defense and settlement of any such claim, provided that you may not settle any claim in a manner that adversely affects our rights or imposes obligations on us without our prior written consent. We reserve the right to participate in the defense of any claim at our own expense.

17. Dispute Resolution and Arbitration

17.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of California, United States, without giving effect to any choice or conflict of law provision or rule.

17.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at support@repsguard.com and attempt to resolve the dispute informally. You must provide a written description of the dispute, all relevant documents and information, and the relief you are seeking. Both parties agree to negotiate in good faith for at least thirty (30) days from the date of your initial notice before pursuing any other remedy.

17.3 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

If we are unable to resolve a dispute through the informal process described in Section 17.2, you and REPS Guard agree that any dispute, controversy, or claim arising out of or relating to these Terms or the Service, including the formation, interpretation, breach, performance, or termination thereof, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be finally resolved by binding arbitration.

Arbitration shall be administered by JAMS under its Streamlined Arbitration Rules and Procedures (or, if the claim exceeds $250,000, under its Comprehensive Arbitration Rules and Procedures). The arbitration shall be conducted by a single arbitrator in San Francisco, California, or, at your election, by telephone or videoconference.

The arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms is void or voidable.

The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

BY AGREEING TO ARBITRATION, YOU AND REPS GUARD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.

17.4 Class Action Waiver

YOU AND REPS GUARD AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR COLLECTIVE ACTION OR PROCEEDING. YOU AND REPS GUARD EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

This waiver does not apply to claims for public injunctive relief where such waiver is unenforceable under applicable law.

If any court or arbitrator determines that the class action waiver set forth in this Section 17.4 is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provisions in Section 17.3 shall be deemed null and void in their entirety, and the parties shall be deemed to have not agreed to arbitrate disputes.

17.5 Exceptions to Arbitration

Notwithstanding the foregoing, either party may:

  • Bring an individual action in small claims court for disputes within the jurisdictional limits of that court
  • Seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information

17.6 Arbitration Fees

Each party shall bear its own costs and expenses in connection with the arbitration, including attorneys’ fees, unless the arbitrator determines that a party’s claim or defense was frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party. If the cost of arbitration exceeds the cost of litigation, REPS Guard will pay the arbitration fees to the extent necessary to ensure that the arbitration is not cost-prohibitive for you.

17.7 Opt-Out Right

You may opt out of the arbitration and class action waiver provisions in Sections 17.3 and 17.4 by sending a written notice of your decision to opt out to admin@repsguard.com within thirty (30) days of first accepting these Terms. Your notice must include your name, email address, and a clear statement that you wish to opt out. If you opt out, all other provisions of these Terms will continue to apply.

17.8 Survival

This Section 17 shall survive the termination of these Terms and your account.

18. Termination

18.1 Termination by You

You may terminate your account and stop using the Service at any time by:

  • Requesting account deletion through your account settings
  • Emailing support@repsguard.com to request account deletion
  • Simply ceasing to use the Service

We recommend exporting your data before requesting account deletion.

18.2 Termination by REPS Guard

We may suspend or terminate your account and access to the Service, in whole or in part, at any time and for any reason, including but not limited to:

  • Your violation of these Terms or any applicable law or regulation
  • Engagement in fraudulent, abusive, or illegal activity
  • Extended account inactivity (more than twenty-four (24) consecutive months)
  • Non-payment of subscription fees
  • A requirement imposed by law, regulation, or legal process
  • Discontinuation of the Service or any material part thereof

For terminations not based on cause listed in this Section 18.2, the procedures in Section 18.3 shall apply.

We will use commercially reasonable efforts to provide advance notice before termination, except where:

  • Immediate termination is required to prevent fraud, abuse, or illegal activity
  • Termination is required by law or regulation
  • Providing notice would create a risk of harm to REPS Guard, other users, or third parties

18.3 Termination for Convenience

REPS Guard reserves the right to terminate your account for convenience upon thirty (30) days’ written notice. If we terminate your account for convenience during an active paid subscription period, we will provide a pro rata refund for the unused portion of the subscription period.

18.4 Effect of Termination

Upon termination of your account:

  • Your right to access and use the Service ceases immediately
  • We may delete Your Content in accordance with our Privacy Policy and data retention schedule
  • You remain liable for any fees, charges, or obligations incurred prior to termination
  • All provisions of these Terms that by their nature should survive termination will survive, including but not limited to Sections 2 (Disclaimers), 6.1 (Ownership), 6.2 (License Grant), 6.6 (Feedback), 8 (Intellectual Property), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), 17 (Dispute Resolution), and 20 (General Provisions)

19. Modifications to Terms

19.1 Right to Modify

We reserve the right to modify, amend, or replace these Terms at any time in our sole discretion.

19.2 Notice of Changes

When we make material changes to these Terms:

  • We will update the “Last Updated” date at the top of this document
  • We will provide at least thirty (30) days’ advance notice via email to the address associated with your account and/or through a prominent in-app notification before material changes take effect
  • We may provide a summary of the key changes for your convenience

19.3 Acceptance of Changes

Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree with the modified Terms, your sole remedy is to stop using the Service and, if applicable, cancel your subscription and request account deletion before the modified Terms take effect.

19.4 Prior Versions

Prior versions of these Terms will be made available upon request by contacting admin@repsguard.com.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy (if applicable), and any additional terms applicable to specific features, constitute the entire agreement between you and REPS Guard regarding the Service and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

20.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If such modification is not possible, the provision shall be severed, and the remaining provisions of these Terms shall continue in full force and effect.

20.3 Waiver

The failure of REPS Guard to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any provision or right shall be effective only if in writing and signed by REPS Guard.

20.4 Assignment

You may not assign, delegate, or transfer your rights or obligations under these Terms, in whole or in part, without our prior written consent. REPS Guard may freely assign, delegate, or transfer its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. REPS Guard will provide notice to you within 30 days of any assignment of this Agreement.

20.5 Notices

  • To you: Notices will be sent to the email address associated with your account or displayed within the Service. You are responsible for keeping your email address current.
  • To us: Legal notices should be sent to admin@repsguard.com. General inquiries and support requests should be sent to support@repsguard.com.

All notices sent via email are deemed received on the date the email is sent.

20.6 Force Majeure

REPS Guard shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, telecommunications failures, internet disruptions, power outages, infrastructure failures, or third-party service provider outages. We will notify affected users as soon as reasonably practicable when invoking force majeure.

20.7 Independent Contractors

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and REPS Guard. Neither party has the authority to bind the other or incur obligations on the other’s behalf.

20.8 No Third-Party Beneficiaries

These Terms are intended solely for the benefit of you and REPS Guard. Nothing in these Terms, express or implied, is intended to or shall confer upon any third party any rights, benefits, or remedies of any nature whatsoever.

20.9 Headings

The section and subsection headings in these Terms are for convenience only and have no legal or contractual effect.

20.10 Electronic Communications

By using the Service and providing your email address, you consent to receive communications from us electronically, including via email and in-app notifications. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.

20.11 Export Compliance

You agree to comply with all applicable export control laws and regulations of the United States and other jurisdictions in connection with your use of the Service. REPS Guard may remove or restrict access to content or features without prior notice where removal is necessary to address a security vulnerability or legal requirement.

20.12 Government Use

If you are a government entity or if this Agreement is being entered into on behalf of a government entity, the Service is provided as “commercial computer software” and “commercial computer software documentation” as those terms are defined in 48 C.F.R. 2.101, and the rights of the government are as specified in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202.

21. Contact Information

For questions, concerns, or notices regarding these Terms:

These Terms of Service were last reviewed and updated on March 21, 2026.