Replayar End-User License Agreement & Terms of Service

1. Acceptance of this Agreement

Please read this End-User License Agreement and Terms of Service (together, this "Agreement") carefully before clicking "I Agree," downloading, or using Replayar (the "Application" or "Service"). This Agreement is a binding legal agreement between you (an individual or a single entity) and Replayar Inc., a Delaware corporation ("Replayar", "we", "us", or "our"), and governs your access to and use of the Application and any related services.

By clicking "I Agree," downloading, or using the Application, you agree to be bound by this Agreement. If you do not agree, do not click "I Agree" and do not download or use the Application. The Application is licensed, not sold, to you.

2. Eligibility & age requirement

You must be at least 13 years old to use the Application. If you are between 13 and 17 (or the age of majority in your jurisdiction), you may use the Application only with the involvement and consent of a parent or legal guardian, who agrees to be bound by this Agreement and is responsible for your use. By using the Application you represent that you meet these requirements, have the capacity to enter into this Agreement, and are not barred from doing so under applicable law or sanctions lists.

3. License

Subject to your compliance with this Agreement, Replayar grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to download, install, and use the Application on a device you own or control, solely for your personal, non-commercial purposes.

4. Your account

You are responsible for providing accurate information, for keeping your account credentials secure, and for all activity that occurs under your account. Notify us promptly at info@replayar.com if you suspect unauthorized use. We may suspend or terminate accounts that violate this Agreement.

5. Acceptable use & restrictions

You agree not to, and will not permit or enable others to:

• license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Application, or make it available to any third party;
• use the Application for any purpose other than as permitted under Section 3;
• modify, make derivative works of, disassemble, decrypt, reverse compile, or reverse engineer any part of the Application, except to the limited extent applicable law expressly permits despite this limitation;
• use the Application, or any access to or data, content, or know-how obtained from it, to build, train, or assist any competing or similar product, service, model, or dataset (see Section 9);
• remove, alter, or obscure any proprietary notice (including any copyright, patent, or trademark notice) of Replayar or its affiliates, partners, suppliers, or licensors;
• use bots, scrapers, automation, location spoofing, modified clients, or other means to cheat, manipulate the leaderboard, or interfere with the Application or its servers;
• circumvent usage limits, security, licensing, or access controls, or attempt to gain unauthorized access to any system or data;
• impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• harass, threaten, defame, or harm others, infringe anyone's rights, or collect others' information without consent;
• trespass on private property, enter unsafe, restricted, or prohibited areas, or otherwise break the law to access, place, or interact with AR content; or
• create, upload, place, or transmit any content that violates the content standards in Section 6, or that is otherwise unlawful or objectionable.

6. User content & content standards

You are responsible for your content

The Application lets you create and submit images and other content, together with titles, descriptions, links, and real-world locations ("UGC"). You are solely responsible for your UGC and the consequences of submitting, placing, or publishing it. You retain ownership of your UGC. By submitting UGC, you grant Replayar a worldwide, non-exclusive, royalty-free, fully paid, perpetual, irrevocable (as to UGC already distributed), transferable, and sublicensable license to host, store, reproduce, adapt and modify (for example, to format it into AR objects and information cards), publish, publicly display and perform, and distribute the UGC in connection with operating, providing, securing, and promoting the Service. To the extent permitted by law, you waive any moral rights in your UGC and confirm you have any consents necessary to grant the foregoing.

Your representations

You represent and warrant that you own or have all rights, licenses, and consents necessary to your UGC and to grant the license above (including from any identifiable people and from any owner of copyrights, trademarks, or other rights appearing in it); that your UGC is accurate and not misleading; and that your UGC, and its placement at any location, do not violate this Agreement, any law, or any third party's rights.

Content standards — prohibited content

You must not create, upload, submit, place, or transmit any content that:

• is sexually explicit or pornographic, or that in any way sexualizes, exploits, or endangers a minor (see "Child sexual abuse material" below — zero tolerance);
• depicts, glorifies, promotes, or incites violence, gore, cruelty, self-harm, suicide, or terrorism;
• is hateful, harassing, bullying, threatening, or defamatory, or that demeans or attacks a person or group based on race, ethnicity, national origin, religion, disability, sex, gender, gender identity, sexual orientation, age, or any other protected characteristic;
• is unlawful, fraudulent, deceptive, or that promotes illegal or dangerous activities, weapons, or controlled substances;
• infringes or misappropriates any copyright, trademark, trade secret, patent, right of publicity, privacy, or other right of any person;
• discloses another person's private, personal, or identifying information without authorization, or otherwise invades privacy;
• contains malware or harmful code, or is designed to disrupt, degrade, or gain unauthorized access to any system; or
• directs, lures, or encourages people to a location that is unsafe, private, restricted, or unlawful to enter, or that is otherwise objectionable.

We host content — we do not create it

We have the right, but not the obligation, to monitor, review, screen, refuse, restrict, edit, remove, or disable access to any UGC or account at any time, with or without notice, for any reason, including content we believe violates this Agreement or any law or is otherwise objectionable, without liability to you. We are not obligated to store or back up UGC; keep your own copies. Any dispute between users regarding UGC is solely between those users.

Reporting violations

If you encounter content or conduct that violates these standards, report it to info@replayar.com (or through any in-app reporting tool) with enough detail for us to locate it. We may act on reports at our discretion, including removing content and suspending or terminating accounts, and we may suspend or terminate, without refund, any account that violates these standards or that repeatedly infringes the rights of others.

Child sexual abuse material — zero tolerance

Copyright complaints (DMCA)

Replayar respects intellectual-property rights and, as a host, is not responsible for content that users post. We respond to notices of alleged copyright infringement under the U.S. Digital Millennium Copyright Act ("DMCA"). If you believe content on the Service infringes your copyright, send a written notice containing the information required by 17 U.S.C. §512(c)(3) to our designated agent: Copyright Agent, Replayar Inc., 1200 W. Riverside Dr. #148, Burbank, CA 91506, USA; info@replayar.com (U.S. Copyright Office DMCA Designated Agent Registration No. DMCA-1072852). We will remove or disable access to content that is the subject of a valid notice, will accommodate counter-notifications as provided by the DMCA, and will, in appropriate circumstances, disable and terminate the accounts of repeat infringers.

Public & locational nature

UGC is placed at real-world coordinates and is visible to other users; it may persist and be cached on other users' devices until reconciled or removed. Do not submit content you are unwilling to make public, and do not place content at, or in a way that draws people to, locations that are unsafe, private, restricted, or unlawful to access.

7. Subscriptions, virtual items & in-app purchases

ReplayarPRO subscription

The Application is free to download and includes advertising and certain limitations (for example, watermarks on exported videos). You may purchase an auto-renewing subscription, "ReplayarPRO," on a monthly or annual basis, which removes ads, removes video watermarks, and unlocks additional features. The features and benefits of ReplayarPRO, and the availability of any free trial or introductory offer, may change over time.

Billing and automatic renewal. ReplayarPRO is billed through your Apple App Store or Google Play account at the price and interval shown at the time of purchase. Your subscription automatically renews for the same interval at the then-current price unless you cancel at least 24 hours before the end of the current period. Any unused portion of a free trial is forfeited when you purchase a subscription. You can manage or cancel your subscription, and turn off auto-renewal, in your Apple or Google account settings — deleting the Application does not cancel a subscription.

Prices, taxes, and refunds. Prices and applicable taxes are shown before purchase and may change; we will provide notice of price changes as required by the app stores or applicable law. Except where required by law or the applicable app store's policies, payments are final and non-refundable, and there are no refunds or credits for partial periods; refund requests are handled by the applicable app store. We do not process or store your full payment-card details.

Virtual items

The Application may also offer virtual currency (for example, "Waycoins") and virtual items. These are licensed, not sold; they have no monetary or real-world value, are non-transferable, and cannot be redeemed for cash except where required by law. We may manage, regulate, modify, or eliminate virtual currency or items at any time.

Advertising

The free version is supported by advertising served through Google AdMob (the Google Mobile Ads SDK), which may display full-screen interstitial ads and optional rewarded video ads. By using the free version, you acknowledge it may display ads and that Google and its advertising partners may collect and use device and usage information as described in the Privacy Policy. Subscribing to ReplayarPRO removes ads.

8. Updates & modifications to the Application

Replayar may, with or without notice and without liability to you, modify, suspend, or discontinue the Application or any service it connects to, in whole or in part. We may provide patches, bug fixes, updates, upgrades, or other modifications ("Updates"). Updates may add, change, or remove features. You agree that we have no obligation to provide any Update or to continue providing any particular feature, and that all Updates are part of the Application and subject to this Agreement.

9. Intellectual property & protection of our technology

The Application and the Service — including all software, source and object code, APIs, algorithms, machine-learning models, data structures, content pipelines, the augmented-reality placement and "Visually Assisted Spawning" techniques and other methods of operation, designs, user interfaces, user experience, graphics, audio, "look and feel," trade dress, trademarks, service marks, logos, and all related documentation and intellectual-property rights — are and remain the sole and exclusive property of Replayar Inc. and its licensors, and are protected by United States and international intellectual-property laws.

All rights not expressly granted to you are reserved by Replayar. No right or license is granted by implication, estoppel, or otherwise. Except as Section 3 expressly permits, you must not, and must not permit or enable any third party to:

• copy, reproduce, clone, mirror, frame, or imitate the Application or the Service, or any of its features, workflows, designs, or "look and feel," in whole or in part;
• modify, translate, or create derivative works of the Application;
• disassemble, decompile, decrypt, reverse engineer, or otherwise attempt to derive or extract the source code, algorithms, models, structure, or underlying ideas of the Application, except, and only to the extent, applicable law expressly permits this notwithstanding this restriction;
• use the Application, the Service, or any access to or information, data, content, or know-how obtained from them to design, develop, train, market, or assist any product, service, model, or dataset that is similar to or competitive with Replayar;
• scrape, harvest, or extract the Service's catalog, content, or data, or use it to build or populate any database, index, or machine-learning training set;
• circumvent, disable, or interfere with any security, access-control, licensing, or technical protection measure, or any usage limit;
• remove, alter, or obscure any copyright, patent, trademark, or other proprietary notice;
• use any Replayar name, logo, or mark, or any confusingly similar mark, without our prior written consent, or otherwise trade on Replayar's goodwill; or
• publicly disclose any benchmarking, testing, or evaluation of the Application without our prior written consent.

Confidentiality. Non-public features, beta or pre-release functionality, and any non-public information about the Application or Service are Replayar's confidential information; you must not disclose them or use them except to use the Application as permitted.

No competing IP. You will not, based on or derived from the Application, the Service, or any idea or information disclosed through them, file or pursue any patent, trademark, copyright, or other intellectual-property application or registration. You hereby assign to Replayar any such right you nonetheless acquire and will execute documents reasonably necessary to perfect this assignment.

Feedback. Any feedback, comments, ideas, improvements, or suggestions you provide regarding the Application ("Suggestions") are the sole and exclusive property of Replayar, and we may use them for any purpose without credit or compensation to you.

Enforcement. You acknowledge that any breach of this Section 9 would cause Replayar irreparable harm for which monetary damages would be inadequate, and that Replayar is entitled to seek injunctive and other equitable relief, without the need to post a bond, in addition to any other remedies, consistent with Section 17.

10. Third-party services

The Application may include or make available third-party content, data, applications, or services, or link to third-party websites ("Third-Party Services"). We are not responsible for Third-Party Services, including their accuracy, legality, or quality, and assume no liability for them. Third-Party Services are provided as a convenience and are used at your own risk, subject to those third parties' terms.

11. Privacy

Replayar collects, uses, and shares information about you in accordance with its Privacy Policy, available at www.replayar.com/privacy-policy.html. By accepting this Agreement, you acknowledge and agree to the Privacy Policy. The Application uses precise location and camera access to function — see the Privacy Policy for details and your choices.

12. AR safety & assumption of risk

• Be aware of your surroundings at all times. Do not use the Application while driving, cycling, operating machinery, or in any situation that requires your full attention. Obey all traffic and other laws.
• Content may be at or near unsafe or off-limits places. Collectibles and other content may appear at, or the map may guide you toward, locations that are hazardous, private, restricted, or unlawful to enter. You are solely responsible for assessing your surroundings, choosing safe and lawful routes, and deciding whether it is safe and permitted to proceed. No collectible, reward, or content is worth your safety — do not put yourself or anyone else at risk to obtain it.
• Do not trespass or enter roadways, railways, waterways, construction or industrial sites, government or restricted areas, private property, or any dangerous area to view, place, or interact with content. Respect the privacy, property, and rights of others, follow venue rules, and comply with the instructions of authorities and property owners.
• Location guidance is approximate. Location and AR features rely on GPS, sensors, maps, and connectivity that may be inaccurate, delayed, misplaced, or unavailable, and may direct you to the wrong or an unintended place. Do not rely on the Application for navigation or for any safety-critical purpose.
• You assume all risks of personal injury, death, or damage to or loss of property arising from or related to your use of the Application and your presence at or travel to any location, including any location where content appears. You are responsible for supervising any minor in your care.

13. Term & termination

This Agreement remains in effect until terminated by you or Replayar. Replayar may suspend or terminate this Agreement and your access at any time, with or without notice, for any reason, including if you fail to comply with any provision. You may terminate by deleting the Application and all copies. Upon termination, you must cease all use and delete all copies of the Application. Sections that by their nature should survive (including Sections 6, 9, and 14–19) survive termination. Termination does not limit Replayar's other rights or remedies.

14. Disclaimer of warranties

15. Limitation of liability

16. Indemnification

You agree to indemnify, defend, and hold harmless Replayar Inc. and its parents, subsidiaries, affiliates, officers, directors, employees, agents, partners, suppliers, and licensors from any claim or demand, including reasonable attorneys' fees, arising out of or related to: (a) your use of the Application; (b) your UGC; (c) your violation of this Agreement or any law or regulation; (d) your violation of any third-party right; (e) your interaction with the physical world or presence at any location while using the Application; (f) your infringement or misappropriation of any intellectual-property or other right of Replayar or any third party; or (g) your violation of the content standards in Section 6.

17. Dispute resolution & binding arbitration

Informal resolution first. Before starting an arbitration, you agree to try to resolve the dispute informally by sending a written notice describing the dispute to info@replayar.com. You and Replayar will negotiate in good faith for at least 60 days from the notice.

Binding arbitration. If the dispute is not resolved, any dispute, claim, or controversy arising out of or relating to this Agreement or the Application will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this section. The arbitrator has exclusive authority to resolve any dispute about the scope, enforceability, or formation of this arbitration agreement.

Class-action and jury-trial waiver. To the fullest extent permitted by law, you and Replayar waive any right to a trial by jury and agree that disputes will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding.

Exceptions. Either party may bring an individual claim in small-claims court for disputes within that court's jurisdiction, and either party may seek injunctive or equitable relief in court to protect intellectual property or to address unauthorized access to the Service.

30-day right to opt out. You may opt out of this arbitration and class-waiver section by emailing info@replayar.com within 30 days of first accepting this Agreement, with your name, the email associated with your account, and a clear statement that you opt out of arbitration. Opting out does not affect any other part of this Agreement.

Changes and severability. If we materially change this Section 17, you may reject the change by emailing us within 30 days, in which case the most recent prior version applies. If the class-waiver provision is found unenforceable as to a particular claim, that claim will proceed in court, but the rest of this section remains in effect. Nothing in this section deprives you of the protection of any mandatory consumer-protection law of your country of residence, and consumers outside the United States may have different rights.

18. Governing law & venue

This Agreement and your use of the Application are governed by the laws of the State of California, United States, excluding its conflict-of-laws rules, except that the Federal Arbitration Act governs Section 17. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any dispute not subject to arbitration, you and Replayar submit to the exclusive jurisdiction of the state and federal courts located in California, subject to any mandatory consumer-protection laws of your place of residence. Your use of the Application may also be subject to other local, state, national, or international laws.

19. Export compliance

You may not export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained. In particular, the Application may not be exported or re-exported (a) into any U.S.-embargoed country or to a resident thereof, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By installing or using the Application, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country, and are not on any such list.

20. U.S. Government end users

The Application and related documentation are "Commercial Items" as defined in 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. They are licensed to U.S. Government end users only as Commercial Items and with only the rights granted to all other end users under this Agreement.

21. Additional terms for Apple App Store

If you obtained the Application from the Apple App Store, the following also applies. You acknowledge that this Agreement is between you and Replayar only, not Apple, and that Apple is not responsible for the Application or its content. Apple has no obligation to furnish any maintenance or support for the Application. Your license is limited to use on Apple-branded products that you own or control, as permitted by the App Store Usage Rules. In the event the Application fails to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price (if any); to the maximum extent permitted by law, Apple has no other warranty obligation. Replayar, not Apple, is responsible for addressing any claims relating to the Application, including product-liability, legal/regulatory, and consumer-protection claims, and any third-party claim that the Application infringes intellectual-property rights. You represent that you are not located in an embargoed country or on a prohibited-parties list, and you must comply with applicable third-party terms (for example, your wireless data agreement). Apple and its subsidiaries are third-party beneficiaries of this Agreement and may enforce it against you.

22. Additional terms for Google Play

If you obtained the Application from Google Play, you acknowledge that this Agreement is between you and Replayar only, not Google, and that your use is also subject to the Google Play Terms of Service. To the extent this Agreement conflicts with the Google Play Terms of Service with respect to the Application obtained through Google Play, the Google Play Terms of Service govern that conflict.

23. General

International use. The Application is operated by Replayar Inc. from the United States and is offered worldwide through the Apple App Store and Google Play. We make no representation that the Application or its content is appropriate or available in every location, and you may not use it where prohibited by law. If you access the Application from outside the United States, you do so on your own initiative and are responsible for compliance with your local laws. This Agreement is written in English; any translation is provided for convenience only and the English version controls. Nothing in this Agreement removes any mandatory consumer-protection or data-protection rights you have under the laws of your country of residence, and our collection and use of personal data is described in the Privacy Policy.

Amendments. We may modify or replace this Agreement at our discretion. If a change is material, we will provide at least 30 days' notice before it takes effect; what is material is determined in our reasonable discretion. Continuing to use the Application after changes become effective constitutes acceptance. If you do not agree to the new terms, you must stop using the Application.

Severability. If any provision is held unenforceable or invalid, it will be modified to the minimum extent necessary, and the remaining provisions remain in full force.

Waiver. A failure to exercise a right or require performance is not a waiver of that or any subsequent right or breach.

Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign it freely, including in connection with a merger, acquisition, or sale of assets.

Entire agreement. This Agreement (with the Privacy Policy) is the entire agreement between you and Replayar regarding the Application and supersedes all prior or contemporaneous agreements. You may be subject to additional terms when you use or purchase other Replayar services, which we will provide at that time.

24. Contact us

If you have any questions about this Agreement, please contact us:

• By email: info@replayar.com
• By mail: Replayar Inc., 1200 W. Riverside Dr. #148, Burbank, CA 91506, USA