Terms of Use

Article1.(Purpose)

The following Terms and Conditions (the "T&C") sets forth the terms and conditions with respect to the agreement (the “Agreement) between Repro Singapore PTE LTD (“Repro”) and the Contractor (defined in Article 2 below) for the use of Repro or Repro Web, service provided by Repro that enable the Contractor to collect and analyse User Behavioural Information (defined in Article 6 below) contained in mobiles and web applications ("User Behavioural Information"), reports about the collection and analysis, and sends push notifications (the "Service").

Article 2. (Application for Service)

  1. Those who wish to use the Service shall apply by submitting an application form or contract form obtainable at Repro’s website (https://en.repro.io) ("Repro APAC Website") or by other methods specified by Repro.
  2. From the moment Repro accepts an application prescribed in the preceding paragraph, the Agreement shall be deemed as being executed and thus entered into effect.
  3. Upon execution of the Agreement, Repro shall immediately issue a login ID to the accepted applicant (the “Contractor”). The Contractor may begin to exercise the right of use of the Service after the issuance of the login ID.

Article3.(Purpose)

The Agreement and the T&C shall remain valid and effective for six (6) months from the date of Repro’s acceptance of the Contractor’s application (the “Contract Period”). The Contractor shall have the right to use the Service in accordance with the Agreement and the T&C during the Contract Period.

The Contract Period shall be automatically renewed for successive six (6) months extension periods upon expiry thereafter unless terminated by either party with written termination notice at lease (1) month prior to the expiry date.

Article 4. (Screening Process)

Repro reserves the right to reject an application upon screening, if the applicant falls under any of the following situations:

  1. It becomes clear that the application includes false information;
  2. It becomes clear that the applicant is related to Repro’s competitor or its related party;
  3. Repro has in the past cancelled an Agreement with the applicant due to applicant’s violation of the Agreement and/or the T&C;
  4. The applicant has breached any terms and conditions in the Agreement and/or the T&C; or
  5. The applicant is associated with antisocial forces.
  6. Other cases where Repro deems it inappropriate.

Article 5. (The Service) 

Upon the execution of the Agreement, Repro shall provide to the Contractor: 

  1. A non-transferrable, non-exclusive license to use Repro SDK, an User Behavioural Information collection software in forms of mobile and web applications; 
  2. The non-transferrable access to a system that displays User Behavioural Information in forms of animation, numerical values, graphs and text information; 
  3. In-app marketing functions such as push notifications and in-app messages; 
  4. Advertisement ID linkage function with various advertisement distribution platforms based on User Behavioural Information; and
  5. Storage medium recording and storing User Behavioural Information (Recording Server).

Article 6. (User Behavioural Information)

The User Behavioural Information refers to the following information acquired by the Services and transmitted to the servers of the Services: 

Information that the Service always acquires or transmits:

  1. Information for the mobile applications;
    1. Application information (version, application name (iOS: bundle id, Android: package name));
    2. Device ID (iOS: IDFV, Android: ANDROID_ID (output available)); 
    3. Terminal information (model information, OS type information, OS version information, and so on);
  2. Information for the web applications; 
    1. Displayed URL and domain;
    2. Browser identifier;
    3. IP address;
    4. User agent (browser type, browser version, and such); 
    5. Terminal information (OS, OS version, screen information); 
    6. Network type;
    7. Information on permission for push notification;
    8. Access date and withdrawal date;
    9. Settings for message display;
  1. Information acquired and transmitted by the Service when acquired by Contractor service:
    1. Information for mobile applications:
      1. Event Information;
      2. Application operating information (movies, tap operation etc.);
      3. User profile information;
      4. Device token of push notification; 
      5. Advertisement ID (iOS: IDFA, Android: AAID); 
      6. Network type;
    2. Information for web applications;
      1. User ID;
      2. Tracking information (such as event names); 
      3. User profile information; 
  2. Additional transmitted information when acquiring information is agreed upon between Contractor and Repro:
    1. Communication information (connection status, network type, carrier information, and such); and
    2. Location information.

Article 7. (Usage Fee)

  1. The Contractor shall pay the usage fee as consideration for using the Service (the “Usage Fee”). The amount of the Usage Fee shall be determined by Repro upon the Agreement. 
  2. The Contractor shall make the payment by invoice, credit card, or any other payment methods determined by Repro. 
  3. For invoice payment, the Contractor shall pay to the designated bank account via bank transfer of the amount equivalent to 1 (one) year of Usage Fee within the end of the calendar month exactly 1 (one) month before Repro’s acceptance of the Contractor’s application. The Contractor shall also bear all transactional costs incurred by making the payment.  
  4. For credit card payment, the Contractor shall pay the amount equivalent to 1 (one) year of Usage Fee in accordance with the method designated by Repro before submitting the application. The Contractor shall ensure that the credit card information reported to Repro remains valid and effective during the Contract Period. The Contractor shall promptly report to Repro in accordance with the procedure designated by Repro if there occurs a change in credit card information. In case of failed payments due to incorrect credit card information, Repro may suspend the grant of the right of use in the Service until due payment is received.
  5. Notwithstanding Article 7.1 through 7.3, the Contractor shall pay via the designated method if a different payment method is separately agreed upon by Repro and the Contractor. Any Usage Fee not paid by the due date shall accrue interest at the rate of 6% per year.

Article 8. (Suspension) 

During the Contract Period, the Contractor shall not temporarily or permanently suspend the use of the Service and the subsequent payments. 

Article 9. (Intellectual Property Rights) 

The Agreement shall not in anyways constitutes the transfer of any intellectual property rights, and all intellectual property rights arising out of the Agreement and the Service shall remain the property of Repro.

Article 10. (Conforming to Guidelines Determined by External Services) 

The Contractor shall comply with all applicable regulations of the application platform, including but not limited to the App Store Guideline and Google Play Guideline. The Contractor shall also comply with all applicable laws, government regulations, and third party guidelines on obtaining User Behavioural Information from the end users of services provided by the Contractor (the 'Application User').

Article 11. (Relations with Application User) 

  1. The Contractor shall, at its own responsibility, acquire personal information and User Behavioural Information of the Application User, and shall not acquire the information of the Application User included in the secrecy of correspondence, including but not limited to private messages between the Application Users.
  2. The Contractor shall be solely liable for all damages and claims of damage arising out of the Contractor’s violation matters set forth in Article 12.1. 
  3. Repro may remove temporarily or permanently the Contractor’s data related to the Service stored on the Recording server ("Stored Data") within the period specified in the Agreement for each Service.  

Article 12. (Changes to the Service) 

  1. Repro may change or update all or part of the contents of the Service ("Service Update").
  2. Repro may abolish all or part of the contents of the Service with thirty (30) days prior notice to the Contractor. In this case, if the Contractor does not agree to such abolishment of the Service, the Contractor may terminate this Agreement upon notice.
  3. When Repro changes or updates the contents of the Service, Repro shall:
    1. indicate the last update date and the changed or updated contents of the Services on the Repro Website; or
    2. notify each Contractor of the changed or updated contents of the Services. 
  4.  If the Contractor continues to use the Service after the indication or notification prescribed in the preceding paragraph, the Contractor shall be deemed to consent to the change or update. 

Article 13. (Suspension of provision of the Service)  

  1. Repro may suspend provision of the Service when any of the following items occurs: 
    1. Maintenance, construction, relocation of servers, facilities, and telecommunications facilities;
    2. Orders, punishments, requests by the public authorities of Japan or foreign countries; or
    3. Interruption of servers, facilities and telecommunications facilities or any other event which is beyond the control of Repro.
  2. When a suspension of providing in Article 14.1 occurs, Repro shall make an effort to notify the Contractor as soon as practically possible.
  3. Repro shall not be liable for any damage or loss of the Contractor if the suspension of Service in Article 14.1 occurs. 
  4. The Contractor shall continue to pay Usage Fee including the suspended period if a suspension in Article 14.1 occurs.

Article 14. (Suspension of use of the Service) 

  1. Repro may suspend the Contractor’s right of use for the Service immediately without any notice, if: 
    1. The Contractor presents a possible security risk to the Service or third parties;
    2. The Contractor fails to pay the Usage Fee past due;
    3. The Contractor fails to comply with all applicable laws, regulations, or platform guidelines, or act in ways contrary to public order or morals in its use of the Service;
    4. The data transmission by the Contractor is illegal under any applicable laws, regulations or platform guidelines, including but not limited to, the case where the Contractor fails to obtain appropriate consent or authorization from the Application User; 
    5. The Contractor infringes copyrights, trademark rights, patent or any other intellectual property rights of Repro or any third party; or .
    6. The Contractor is in breach of the Agreement and/or the T&C
  2. During the period of suspension of the right to use the Service in accordance with Article 15.1, the Contractor may not use the Service until the causes prescribed in Article15.1 are resolved or Repro re-allows the Contractor to use the Service again; provided, however, that the Contractor’s obligation to pay the Usage Fee shall remain even during such period of suspension.

Article 15. (Termination of the Agreement) 

  1. Repro may terminate the Agreement without any notice, if the cause of suspension of use of the Service prescribed in Article 15.1 has not been resolved within [thirty (30) days].
  2. Notwithstanding the foregoing provision, in the case that Contractor falls under any of the items prescribed in Article 15.1 and Repro determines it is incurable, Repro may immediately terminate the Agreement without any notice and cease from providing the Service according to Article 15.
  3. If either Party falls under any of the following items, the other Party may immediately terminate the Agreement without prior notice:
    1. Foreclosure, provisional foreclosure, provisional disposition or petition for auction or delinquent tax;
    2. Filing of bankruptcy proceedings, corporate reorganization, civil rehabilitation proceedings, or entering into liquidation;
    3. Dissolution, transfer of entire or significant part of business, or equity shares;
    4. Dishonour of bills or checks;
    5. Business cancellation or suspension by regulatory authorities; or
    6. Any association with antisocial forces.
  4. Other reasonable reasons to admit that it is difficult for the Contractor to fulfil its obligations under the Agreement.   
  5. When the Agreement is terminated by Repro in accordance with this Article, the Contractor shall pay to Repro the amount equivalent to the Usage Fee of the remaining period of the Contract Period. All obligations of the Contractor arising prior to the termination of this Agreement shall not be extinguished even after the termination of this Agreement until such obligations are fulfilled.

Article 16. (Handling User Behavioural Information) 

  1. The Contractor shall, at its own responsibility, operate – including but not limited to collect, record, organize, alter, use, analyse, combinate, disclose and erase - User Behavioural Information by using the Service. 
  2. The Contractor represents and warrants to Repro as follows:
    1. comply with all applicable laws and regulations to collecting, recording organization, alternation, using, analysing, combination, disclosing, erasing, and any other operating (“processing”) User Behavioural Information;
    2. indicate the following details (i~iii) in the terms and conditions of Service provided by the Contractor to the Application User:
      1. processing User Behavioural Information through the Service by the contractor and Repro;
      2. any other matters required by applicable laws or regulations; and
      3. Repro may use User Behavioural Information for the purpose of Article 17.2; and
    3. make all necessary notifications to Application User and receive necessary consent and authority for the notifications from Application User.

Article 17. (Utilization of User Behavioural Information Recorded and Saved in Recording Server) 

  1. The Contractor has the right to utilize User Behavioural Information recorded and stored in the Recording Server, its analysis results and reports. 
  2. Notwithstanding the preceding clause, the Contractor agrees that Repro will carry out any action falling under any of the following items:
    1. Utilizing some or all of User Behavioural Information for troubleshooting and improving the Service; 
    2. After accumulating, processing and preserving User Behavioural Information, utilization of the information by Repro or third parties authorized by Repro for development or operation of the Service; 
    3. After accumulating, processing and preserving User Behavioural Information, utilization of the information for all of Contractors; or 
    4. After accumulating, processing and preserving User Behavioural Information, sharing the information with third parties authorized by Repro or public for marketing purposes

Article 18. (Confidentiality) 

  1. The Confidential Information refers to all information concerning business, technique and personality provided to the other party by either Repro or the Contractor, regardless of whether it is tangible or not, except for information that exists on the public domain.
  2. Repro and the Contractor shall secure Confidential Information disclosed by the other party with the duty of a prudent manager. Repro and the Contractor shall not disclose the Confidential Information to any third party without the prior consent of the other party. 
  3. Repro and the Contractor may use the Confidential Information only within the scope of the purpose of the Agreement. Repro and the Contractor shall obtain either written or email consent from the other party when it is necessary to duplicate or modify the Confidential Information.
  4. In any of the following situations (a~c), Repro and the Contractor may disclose the Confidential Information to the minimum extent necessary:
    1. Disclosure by Repro or the Contractor to third parties who hold confidentiality obligations on duties such as attorneys, certified public accountants, tax accountants, judicial scriveners etc., to the extent necessary to carry out the Contractor’s business; 
    2. Response, report, notification, application etc. to the public institution such as government and public offices, courts etc., by Repro or the Contractor; or 
    3. Disclosure by Repro or the Contractor to external subcontractor (including re-subcontractor) holding confidentiality obligations, to the extent necessary to carry out the Contractor’s business.
  5. Upon the termination of the Agreement, depending on the other party’s request, Repro and the Contractor shall promptly return or destroy the Confidential Information (including copies thereof) disclosed from the other party. 

Article 19. (Prohibitions) 

  1. The Party shall neither perform nor cause any third parties to perform any of the following acts (a~o):
    1. Granting third parties license, re-license, transfer or succession to rights for using the Service without our prior written consent;
    2. Infringement of intellectual property rights such as trademark rights and copyrights and other rights belonging to Repro or third parties or acts with potential infringements of the rights;
    3. Infringement of properties, privacy, portrait rights and other rights belonging to Repro or third parties or acts with potential infringements of the rights;
    4. Copy, modification, adaptation, conversion of the Service or making any derivative work from the Service. This excludes copy and such inevitably arising for installation and backup related to legitimate use;
    5. During the Contract Period and for three (3) years after the end of the Agreement, creation or provision of the derivative or similar service by modification, translation, reverse engineering, recompilation, disassembly etc. of the Service or the documents or programs related to the Service;
    6. Transferring rights concerning the Service by leasing, leasing, selling, transferring or other means;
    7. Using, posting, transmitting or introducing devices, software or routines that interfere with the operation of the Service or attempt to do it;
    8. In the Service, using data that is attributed to third parties for purposes other than generating, viewing and downloading reports;
    9. Sending or posting harmful computer programs such as computer viruses; 
    10. Sending or posting images, documents or such regarded as obscene material, child pornography or child abuse images;
    11. Slanderous defamation, insult, discrimination, defamation of character or damage to credit to the other Party or third parties, acts to promote discrimination, acts that may lead to them;
    12. Impeding servers or facilities belonging to Repro or third parties or operation of them and acts that may lead to them;
    13. Interfering the Service and acts that may lead to them;
    14. Acts that violate laws or public order and morals; or
    15. Criminal acts or acts that lead to criminal acts.
  2. In addition to the items in the preceding paragraph, Repro may separately set forth prohibitions or cautions as necessary on the our company website (Includes, but is not limited to, the https://support.repro.io or https://support.repro.io).

Article 20. (Disclaimer) 

  1. Repro shall not be liable to the Contractor or any third party including but not limited to Application User for any damages or losses incurred by the Contractor’s negligent, intentional, or faulty and operations of the Services provided by Repro.
  2. Repro disclaims all other warranties, whether express or implied, relating to the Services and information obtained by the Contractor from the Services, including but not limited to the completeness, certainty, accuracy and usefulness.
  3. If the Contractor incurs any damage any to third party or suffers any damage from any third party action in relation to paragraph 1 or paragraph 2, the Contractor shall at its own expense and responsibility resolve the claim or problem. Repro shall not be responsible or liable  for any such problem and damage whatsoever.
  4. Repro shall not be liable for any damage or loss arising from defects, errors, obstacles and such caused in the Service or loss of opportunity arising from the failure of Contractor to use the Services, except for cases arising from Repro’s wilful misconduct or gross negligence.
  5. Repro shall not be liable for any damages or matters arising from measures prescribed in Article 14 and Article 15. 
  6. Repro shall not be liable for destruction or loss of data in the Service, except for cases arising from Repro’s willful misconduct or gross negligence. 
  7. Repro and the Contractor acknowledge and agree that Repro is not obligated to control and monitor the Service for the purpose of smooth operation of the Services. 

Article 21. (Damages) 

  1. Repro may request damages against the Contractor if the Contractor falls under any of the following items:
    1. Overloading excessively the facility for the Service intentionally;
    2. Unauthorized utilization of the Service such as analyzing the system of the Service; or
    3. Other damages caused from violation against the Terms occurs to Repro. 

Article 22. (Changes to Agreement)  

  1. Repro may change the T&C. In the case that the T&C is changed, Repro will notify the Contractor seven (7) days before the updated content through e-mail or by posting it on Repro Website. After the notice of the change of T&C, if the Contractor continues to use the Service or there is no procedure of cancellation within the period specified by Repro, the Contractor shall be deemed to agree to the change of the Agreement. 
  2. In cases where Repro has notified or made a report to the Contractor by the method described in the preceding paragraph, even if the notice or report does not reach the Contractor or the Japanese information on the e-mail or website is not be displayed properly, Repro shall not be responsible for any damages caused by the failure to reach or the incorrectness of display at all. 

Article 23. (Arbitration) 

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.

The seat of the arbitration shall be Singapore.

The Tribunal shall consist of one arbitrator.

The language of the arbitration shall be English.

Article 24. (Governing Law) 

This T&C shall be governed by the laws of Singapore.

Article 25. (Validity)

  1. If any provision of this Agreement is or becomes (whether pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect, the remainder of the provisions of this Agreement shall remain in full force and effect unless the economic or legal substance of this Agreement is affected.
  2. If any such invalidity substantially affects or alters the commercial basis of this Agreement, the Parties shall negotiate in good faith to amend and modify the provisions and terms of this Agreement as may be necessary or desirable in the circumstances to achieve as closely as possible the same economic or commercial effect as the original provisions and terms of this Agreement

Article 26. (Prohibition of Assignment of Rights and Obligations) 

The Contractor shall not assign or transfer the rights and obligations prescribed in this Agreement in whole or in part to any third party without the written consent of Repro.

Article 27. (Exclusion of Antisocial Forces) 

  1. In the Agreement and Terms, Antisocial Force shall mean: 
    1. an organized crime group, any person affiliated with an organized crime group (a member of an organized crime group or formerly an organized crime group member at any time in the preceding five years), an organized crime group affiliate enterprise and an organized crime group affiliate group; 
    2. a corporate racketeer (sokaiya), a social racketeer (shakaiundo toh hyobo goro), a political racketeer (seijikatudo toh hyobo goro), and a special knowledge crime organization (tokushu chino boryoku shudan); and
    3. any other person or company engaged in any activities that disturb the social order or safety of citizens, etc.
  2. The Contractor and Repro shall not have a business relationship with an Antisocial Force. The Contractor and Repro each represent and warrant to the other party that none of the following descriptions now applies and will not apply to it in the future. If any business relationship with an Antisocial Force is found after the fact, the Contractor and Repro shall take necessary measures to resolve the same within an appropriate period of time

    1. Neither it nor any of its officers and the persons who actually control its management (hereinafter, "Officers, etc.") is an Antisocial Force;
    2. Neither it nor any of its Officers, etc. has any transaction of providing funds or services to an Antisocial Force, or any relationship socially reprehensible with an Antisocial Force; and 
    3. Neither it nor any of its Officers, etc. has any relationship whereby it is deemed to be using an Antisocial Force in a wrongful way, including, but not limited to, for the purpose of gaining illegal profit for itself, or its company or a third party or causing damage to any third party, etc.
  3. The Contractor and Repro shall ensure that neither it nor any of its Officers, etc., by itself or through a third party, will commit against the other party or its employees, an assault, injury, blackmail, extortion, use of threatening words including intimidation, etc., unfounded demands using violence or deceptive practices, etc. or unfounded demands exceeding legal responsibility, or interference with their business, etc. or an act of impairing their credit, etc.
  4. If the Contractor or Repro fall under any of the descriptions listed in Article 28.1 or breaches Articles 28.2 or 28.3 above, the other party may cancel the Agreement in whole or in part without any notice or demand, and shall not be liable for any damage incurred by the other party as a result thereof.
  5. If the Contractor or Repro terminate the Agreement pursuant to Article 28.1 above and incurs any damage as a result thereof, it may demand that the other party compensate for such damage incurred (including reasonable legal fees). 

Article 28. (Personal Information)

Repro shall handle personal information obtained through providing the Services in accordance with the Privacy Policy (https://repro.io/company/legal/privacy/).