The below terms and conditions govern the use of the Repurpose application ("Repurpose"), which has been made available by Repurpose.io Inc. ("Company"), a corporation incorporated under the laws of Ontario, Canada. By using Repurpose, you ("User" or "You") expressly agree to be bound, without modification, to this Terms and Conditions Agreement ("Agreement"). If you do not agree to be bound to this Agreement, you cannot use Repurpose.

Company reserves the right to change this Agreement at any time, at its sole discretion. If Company makes any changes, it will notify Users at the email address provided by each User, and it will post any such changes here. You are responsible for reviewing any such amendments. Your continued use of Repurpose after posting of an amended Agreement constitutes your acceptance of any such modified terms. This Agreement was last modified May 13th, 2026.

1. Services
As long as User has a Paid Subscription to Repurpose, subject to the terms and conditions of this Agreement, User shall have access to use Repurpose for the valid dates of User's Paid Subscription. From time to time, Company may change, modify, or upgrade the functionality or appearance of Repurpose, which may include the removal of functionality, content, or integrations.

Repurpose will be down at certain points for maintenance and upgrades. Company does not and cannot guarantee that User will have continual access or that any particular content will be distributed to the Social Media Platforms.

By connecting your social media accounts to Repurpose, you agree to be bound by that social media platform's terms of service. For example, when connecting your YouTube channel, you agree to be bound to YouTube's terms of service.

2. License
Subject to the terms and conditions of this Agreement, Company grants User a non-transferable, non-assignable, limited, non-exclusive, revocable license to use Repurpose only as permitted in this Agreement, for the term of User's Paid Subscription. The password and login information that is assigned to User must be kept confidential, may only be used by User personally, and may not be shared, given, rented, or assigned to any other persons.

3. Company's Intellectual Property
Repurpose is the property of Company, and contains information and data which is protected by copyright, trademark, trade secret, and other intellectual property laws. User agrees to abide by all copyright notices and trademark restrictions.

4. User's Intellectual Property
You retain full ownership of your User Content. You grant Repurpose a non-exclusive, worldwide license to access, use, reproduce, distribute, transmit, perform, format, display, store, archive, index, and process your User Content solely to provide and improve the Repurpose service. This includes integrating with social media platforms, optimizing performance, backing up content, and analyzing usage to enhance our features. Any processing of personal data in your User Content is governed by our Privacy Policy.

We may share your content with trusted third-party providers (e.g., cloud storage or analytics services) solely as necessary to operate and improve Repurpose. These providers are required to protect and process your content in accordance with this Terms of Service.

Repurpose will not use your content for purposes such as AI training unless you explicitly opt in through a separate consent process.

Optional Participation in AI Content Licensing Program
From time to time, Repurpose.io may offer Users the opportunity to participate in special programs in which their User Content is licensed to third parties for use in training artificial intelligence models or for other related technical and commercial purposes ("AI Content Licensing Program").

Participation in the AI Content Licensing Program is entirely optional and subject to the following terms:

Opt-In Required. To participate, Users must affirmatively opt in through a clearly presented mechanism. By opting in, You grant Repurpose.io and its third-party partners a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, distribute, publicly display, perform, and create derivative works of Your User Content for purposes of training artificial intelligence models and for any related lawful commercial purposes.

Effect of Participation. The license granted upon opting in will survive the termination of Your Repurpose.io account or subscription. Content already licensed under this program may continue to be used by Repurpose.io and its partners indefinitely, and You will not have the right to revoke this license with respect to previously licensed content. For clarity, this license does not transfer ownership of Your User Content and is limited solely to the uses described herein.

Eligibility for Revenue Participation. Participation in the AI Content Licensing Program does not guarantee that You will receive revenue or payouts. Revenue participation, if offered, will be subject to program-specific terms and the discretion of Repurpose.io. Only Users with an active, paid subscription at the time of any revenue distribution will be eligible to receive such payouts.

No Impact on Core Service. Your decision to participate or not participate in the AI Content Licensing Program will not affect Your ability to access or use the core Repurpose.io services.

5. User Restrictions
User may not and may not allow others to: (a) sell, rent, lease, license, sublicense, or assign use of Repurpose to others; (b) reverse engineer, decompile, disassemble, or otherwise derive the source code from Repurpose; (c) alter, modify, adapt, reconfigure, or prepare derivative works of Repurpose; (d) copy, extract, summarize, distribute, or otherwise use Repurpose in any manner which competes with or substitutes for Company's distribution of Repurpose to its customers; (e) use Repurpose to violate the CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), or the laws of any applicable jurisdiction; (f) use Repurpose to abuse, defame, harass, threaten, or post illegal content; (g) use Repurpose to transmit a virus, Trojan horse, worm, hack, or any harmful content; (h) use Repurpose to gain unauthorized access to Repurpose or any Social Media Platform; or (i) use Repurpose to post content that infringes upon the copyright, trademark, trade secret, publicity rights, or other intellectual property interests of any other person or property. User will promptly notify Company if User's Repurpose account has been subject to a security breach, including disclosure of your username or password, or if User has had a security breach to any of User's integrated Social Media Platform accounts.

6. Payments
Monthly and annual subscriptions may be paid via credit card, as specified in your Repurpose account. All fees are charged in United States Dollars (USD) unless otherwise specified at the time of purchase. If a payment attempt is unsuccessful, we may retry the charge at our discretion. If we are unable to process payment, your access to the service may be suspended or terminated. We do not charge late fees or interest on overdue amounts.

7. Termination
Company reserves the right to suspend or terminate this Agreement and User's access to Repurpose at Company's sole discretion. In the event of termination by Company without cause, Company will provide a pro-rated refund of any prepaid fees for the unused portion of the then-current subscription term. In the event of termination by Company due to User's breach of this Agreement, no refund shall be due. The provisions of the Disclaimer and Limitation of Liability, Dispute Resolution, and Indemnification sections shall survive any termination of this Agreement.

8. Renewals, Refunds, and Cancellation
After your free trial expires, the User shall choose a subscription plan and enter a credit card to subscribe to that plan. Subscriptions automatically renew each month or each year, and you agree that Company may process your credit card payment on your renewal date. You may elect to cancel your subscription at any time by visiting the My Account page inside of the web application and you will no longer be charged going forward. Except where required by applicable law (including applicable provincial consumer protection legislation), subscriptions are not subject to refund.

9. Disclaimer and Limitation of Liability

9.1 No Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REPURPOSE IS LICENSED TO USER "AS-IS" AND "AS-AVAILABLE," WITHOUT ANY WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED. COMPANY AND REPURPOSE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: (A) WARRANTIES AS TO THE AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE MATERIALS, SOFTWARE, CONTENT, SUPPORT, DOCUMENTATION, INFORMATION, PRODUCTS, OR SERVICES; (B) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT; AND (C) ANY WARRANTY THAT REPURPOSE WILL BE AVAILABLE, ERROR-FREE, ACCESSIBLE, TIMELY, OR SECURE. COMPANY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR USER CONTENT OR THE BEHAVIOR OF THIRD-PARTY PLATFORMS, INCLUDING SOCIAL MEDIA PLATFORMS.

9.2 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, DATA CORRUPTION, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR FAILURE TO DISTRIBUTE CONTENT TO ANY SOCIAL MEDIA PLATFORM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

9.3 Aggregate Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL CUMULATIVE LIABILITY TO USER ARISING OUT OF OR RELATED TO THIS AGREEMENT — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY — SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY USER TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED UNITED STATES DOLLARS (USD $100), WHICHEVER IS GREATER.

9.4 Essential Basis
THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT A REASONABLE AND NEGOTIATED ALLOCATION OF RISK, AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. COMPANY WOULD NOT HAVE MADE REPURPOSE AVAILABLE TO USER WITHOUT THESE LIMITATIONS.

9.5 Exceptions
Nothing in this Section limits either party's liability for: (i) death or personal injury caused by gross negligence or willful misconduct; (ii) fraud or fraudulent misrepresentation; (iii) User's payment obligations under this Agreement; or (iv) User's violation of Company's intellectual property rights.

9.6 Jurisdictional Variations
Some jurisdictions, including certain Canadian provinces, do not allow the exclusion or limitation of certain warranties or damages. To the extent such limitations are prohibited by applicable law in your jurisdiction, the applicable limitation shall be modified only to the minimum extent necessary to comply with such law, and all other limitations shall remain in full force and effect. Nothing in this Agreement is intended to limit any rights you may have under applicable consumer protection legislation, including the Consumer Protection Act, 2002 (Ontario) or equivalent provincial legislation.

10. Choice of Law
This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

11. Dispute Resolution
11.1 Informal Resolution
Before initiating any formal proceeding, the parties agree to attempt to resolve any dispute informally by contacting Company at legal@repurpose.io. Company will attempt to respond within thirty (30) days. If the dispute is not resolved within sixty (60) days of initial notice, either party may proceed to binding arbitration as set forth below.

11.2 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement or the use of Repurpose that cannot be resolved informally shall be resolved by final and binding arbitration administered by the ADR Institute of Canada, Inc. under its Commercial Arbitration Rules, rather than in court. The arbitration shall be conducted in English, in Toronto, Ontario, Canada (or by videoconference at either party's request for claims under USD $25,000). The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The costs of arbitration shall be borne equally by the parties unless the arbitrator determines otherwise.

11.3 Class Action Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. USER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. Nothing in this Section shall affect any rights User may have under applicable consumer protection legislation that cannot be waived by contract.

11.4 Injunctive Relief
Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Toronto, Ontario to prevent irreparable harm pending the outcome of arbitration, without waiving the right to arbitrate the underlying dispute.

12. No Assignment
The licenses and passwords granted and assigned to User pursuant to this Agreement are personal to User, and under no circumstances may be assigned, sublicensed, or transferred by User without Company's prior written consent. Any attempted assignment, sublicense, or transfer shall be null and void and shall result in the immediate and automatic termination of the licenses and passwords granted under this Agreement. Company may assign any rights or obligations under this Agreement to any other party, without notice to you.

13. Warranty and Indemnification
User represents and warrants that it will not use Repurpose to post content that infringes upon the copyright, trademark, trade secret, publicity rights, or other intellectual property interests of any other person or property, or to post content that is in violation of any laws or regulations of any applicable jurisdictions, including Canada's Anti-Spam Legislation (CASL) and applicable privacy laws. User agrees to indemnify Company, its affiliates, directors, officers, employees, and agents against all claims and damages arising out of the breach or alleged breach of any representations, warranties, or agreements made by User under this Agreement and User's use of Repurpose.

14. Force Majeure
Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (except for payment obligations) if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil commotion, labor disputes or strikes, government action or regulation, power failures, or internet or telecommunications outages.

For greater certainty, and without limiting the foregoing, Company shall not be liable for any failure or delay in content distribution or platform integrations caused by: (a) outages, disruptions, rate limiting, or technical failures of third-party social media platforms or APIs (including without limitation YouTube, Instagram, Facebook, TikTok, X, LinkedIn, Pinterest, Snapchat, or any other integrated platform); (b) changes to third-party platform APIs, policies, terms of service, or access restrictions; (c) suspension or revocation of API access by any third-party platform; or (d) actions taken by third-party platforms with respect to User accounts or content.

In the event of a qualifying force majeure event, the non-performing party shall: (i) promptly notify the other party of the nature and expected duration of the event; (ii) use commercially reasonable efforts to mitigate the impact; and (iii) resume performance as soon as reasonably practicable. If a force majeure event affecting Company's core services continues for more than sixty (60) consecutive days, User's sole remedy shall be to terminate their subscription and receive a pro-rated refund of prepaid fees for the unused portion of their subscription term.

15. Privacy and Data Protection
Company collects and processes personal information in accordance with its Privacy Policy, which is incorporated into this Agreement by reference, and in compliance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA), the federal laws of Canada applicable therein, and applicable provincial privacy legislation. Users located in Quebec acknowledge that the Act respecting the protection of personal information in the private sector (Quebec Law 25) may impose additional obligations with respect to the processing of their personal information.

By using Repurpose, you consent to the collection, use, and disclosure of your personal information as described in the Privacy Policy. If you are located outside of Canada, you acknowledge that your personal information may be transferred to and processed in Canada.

16. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement shall not in any way be affected or impaired. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17. No Joint Venture
The parties are not engaged in a partnership or joint venture. Nothing in this Agreement shall be construed to place the parties in a partnership or joint venture. The parties are not authorized to obligate or bind each other, and are not agents of each other.

18. Waiver
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder. No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach.

19. Notices
You agree that Company may provide notice to you under this Agreement via the email you provided in your User account, or by placing a banner across the web pages of the Repurpose application. You agree that you are liable and responsible to keep your account information accurate and up to date. Notices to Company shall be sent to legal@repurpose.io.

20. Section Headings
The section headings of these Terms are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

21. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous written or oral agreements between them or any of their affiliates with respect to the subject matter contained herein. This Agreement may not be modified or altered except by written instrument executed by a corporate officer of Company. Participation in optional programs (such as the AI Content Licensing Program) may be subject to additional terms presented at the time of participation, which shall apply in addition to this Agreement.

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