Terms of Service

Effective date: June 14, 2026

These Terms of Service (the "Terms") are a binding agreement between you and Seanboy, Inc ("Seanboy," "we," "us," or "our"), doing business as URep, and govern your access to and use of the website at urep.me and the URep application (together, the "Service").

URep is a tool for creators: you connect your Gmail and Instagram accounts, and the Service uses automated systems and artificial intelligence to identify and prioritize legitimate brand-partnership opportunities, help you draft responses, and track potential deal flow.

Please read these Terms carefully. Section 18 contains a binding arbitration agreement and a class-action waiver that affect your legal rights. By creating an account, connecting an account, or otherwise using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

1. Acceptance of These Terms

By accessing or using the Service, you confirm that you can form a binding contract with us, that you accept these Terms, and that you agree to comply with them. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

2. Changes to These Terms

We may modify these Terms from time to time. If we make a material change, we will post the updated Terms on this page, revise the effective date, and provide appropriate notice — by email and/or an in-app notice — before the change takes effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to a change, you must stop using the Service.

3. Eligibility

The Service is intended for users who are 18 years of age or older. By using the Service, you represent and warrant that you are at least 18 and that you are not barred from using the Service under any applicable law. The Service is not directed to children, and we do not knowingly permit anyone under 18 to use it.

4. Your Account

You register and sign in to URep through Google OAuth. You agree to provide accurate information and to keep it current. You are responsible for all activity that occurs under your account and for maintaining the confidentiality and security of your credentials and connected accounts. You agree to notify us promptly at the contact address below of any unauthorized use of, or any other breach of security relating to, your account. We are not liable for any loss arising from your failure to safeguard your account.

5. The Service and License to Use It

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own use of managing your brand-partnership communications and deal flow. Except for this license, no right, title, or interest in the Service is transferred to you. We may modify, suspend, or discontinue any part of the Service at any time; where a change materially impairs the Service, we will provide reasonable advance notice where practicable.

6. Connected Accounts (Gmail and Instagram)

The Service works by connecting to your third-party accounts — currently your Google/Gmail account and your Instagram (Meta) Professional account. When you connect an account, you authorize URep to access, read, send, and organize communications on your behalf as described in our Privacy Policy, for the purpose of operating the Service.

Your use of those third-party accounts remains subject to the providers' own terms and policies, and you are responsible for complying with them. You may disconnect a connected account at any time, which will stop further access. URep's access to and use of information received from Google APIs adheres to the Google API Services User Data Policy, including its Limited Use requirements, as detailed in our Privacy Policy.

7. AI-Assisted and Automated Features

URep uses automated systems, including artificial intelligence, to evaluate, score, and prioritize inbound communications and to generate suggested draft replies ("Outputs"). These features are decision-support tools. URep does not send messages, accept or decline deals, or take other consequential actions automatically — you review, edit, and approve any draft before it is sent, and you make the final decision on every opportunity.

Outputs are generated by AI and may be inaccurate, incomplete, or unsuitable for your situation. Outputs are provided "as is." You should not rely on URep's AI as a single source of factual information, and you are solely responsible for reviewing any Output and for any message you choose to send. AI classifications and scores are estimates, not guarantees that a communication is or is not a legitimate opportunity.

You agree not to use URep's AI features to develop or train competing foundation or large language models, or in any way that infringes the rights of others.

8. URep Is Not a Party to Your Deals

URep helps you manage and respond to brand-partnership communications, but URep is not a party to, and is not responsible for, any agreement, negotiation, or transaction between you and any brand, agency, manager, or other third party. We do not negotiate on your behalf, guarantee any deal or outcome, vet the legitimacy or solvency of any counterparty, or guarantee payment.

Nothing in the Service constitutes legal, financial, tax, or professional advice. Deal terms, rate comparisons, and negotiation insights are informational only. You are solely responsible for your communications, your agreements, and your dealings with third parties, and any dispute arising from them is between you and that third party.

9. Your Content and Data

As between you and URep, you own all rights to your data and to the email and direct-message content you direct the Service to process ("Your Content"). We do not claim ownership of Your Content.

You grant URep a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and create derived outputs from Your Content solely to: (i) operate, maintain, secure, and improve the Service; (ii) provide the features you use, including classifying communications and generating drafts at your direction; and (iii) comply with law. This license extends to our service providers (including the AI providers that classify communications and generate drafts) acting on our behalf, and it ends when Your Content is deleted, except for residual copies in routine backups and as required to comply with law.

You represent and warrant that you have the rights necessary to share Your Content with us — including the communications you direct us to process, which may contain information about third parties — and that our processing of it at your direction will not violate any law or third-party right.

10. Acceptable Use

You agree not to, and not to permit anyone else to:

We may investigate and take appropriate action, including suspending or terminating your account, for any violation of these Terms.

11. Feedback

If you send us feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free license to use them for any purpose without obligation or compensation to you.

12. Intellectual Property

The Service, including its software, design, text, graphics, and the URep name and logo, is owned by Seanboy, Inc and its licensors and is protected by intellectual property laws. Except for the limited license granted in Section 5, we reserve all rights in the Service. Nothing in these Terms grants you any right to use our trademarks without our prior written permission.

13. Third-Party Services

The Service relies on and may link to third-party services (including Google, Meta, and our AI, hosting, database, and monitoring providers). We do not control those services and are not responsible for their content, availability, or practices. Your use of a third-party service is governed by that party's terms, and any dealings you have with a third party through or in connection with the Service are solely between you and that third party.

14. Disclaimers

THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE.

We do not control the content of the messages you send or the actions of any recipient. To the fullest extent permitted by law, you agree that we have no liability arising from (i) your use of or reliance on any Output or classification, or (ii) any act or omission of any recipient of a message you send, including forwarding, disclosure, or non-response. Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SEANBOY, INC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, SO THEY MAY NOT FULLY APPLY TO YOU.

16. Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Seanboy, Inc and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Service; (ii) Your Content or the communications you direct us to process; (iii) your violation of these Terms or any applicable law; (iv) your dealings or agreements with any brand or other third party; or (v) your violation of any rights of another.

17. Suspension and Termination

You may stop using the Service and delete your account at any time through Settings. We may suspend or terminate your access to the Service, with or without notice, if you breach these Terms, if your use poses a risk to us or others, or as otherwise reasonably necessary. Upon termination, your license to use the Service ends and we may delete your data in accordance with our Privacy Policy. Sections that by their nature should survive termination — including Sections 8 through 18 — will survive.

18. Governing Law and Dispute Resolution

Governing law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-law rules, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions below.

Informal resolution first. Before filing a claim, you agree to try to resolve the dispute informally by contacting us at the address below and giving us 60 days to resolve it.

Binding arbitration; class-action waiver. If we cannot resolve a dispute informally, you and we agree that any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration, rather than in court, except as provided below. You and we waive any right to a jury trial and agree that claims may be brought only in an individual capacity, and not as a plaintiff or class member in any class or representative proceeding.

Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect its intellectual property rights.

30-day opt-out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing us at the address below with the subject line "Arbitration Opt-Out" and your name and account email. If you opt out, the governing-law and venue provisions still apply, and disputes will be resolved in the state or federal courts located in California.

19. Miscellaneous

These Terms, together with the Privacy Policy, are the entire agreement between you and us regarding the Service and supersede any prior agreements. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. We are not liable for any delay or failure to perform caused by events beyond our reasonable control. We may provide notices to you by email or through the Service. Section headings are for convenience only.

20. Contact Us

If you have questions about these Terms, contact us at: legal@urep.me

Seanboy, Inc (DBA URep)