1. About These Terms

Reprexo is an online social commerce marketplace for pre-owned items, operated by HeidelAI, Inc., a Delaware corporation (“HeidelAI,” “we,” “us,” or “our”).

These Terms of Service (“Terms”) govern your access to and use of the Reprexo website at https://www.reprexo.shop, our mobile applications, and related services (collectively, the “Platform”). References to “Reprexo” refer to the marketplace, website, mobile applications, and related services operated by HeidelAI. Our contact details are provided in Section 20.

By creating an account, accessing the Platform, listing an item, making a feed post, or otherwise using the Platform, you agree to these Terms and any policies incorporated into them. If you do not agree, do not use the Platform. If you use the Platform on behalf of an organization, you represent that you are authorized to bind that organization.

2. Eligibility and Accounts

You must be legally capable of entering into a binding agreement under the laws that apply to you. If you are under the age of majority where you live, you may use the Platform only with the involvement and consent of a parent or legal guardian where permitted by law. We may restrict certain features or transactions by age, location, or legal requirements.

You agree to provide accurate, current information and keep it updated. You are responsible for safeguarding your login credentials and for activity under your account, except to the extent caused by our failure to exercise legally required care. Notify us promptly at contact@heidel.ai if you suspect unauthorized access. Do not sell, transfer, or share your account except where we expressly permit it.

3. Marketplace Role

Reprexo lets users list, discover, and discuss pre-owned or other permitted goods and arrange peer-to-peer transactions. Unless expressly stated otherwise, the seller—not HeidelAI, Inc.—offers and sells the item to the buyer, and the sale contract is between those users.

We are not the seller or buyer of user-listed items and does not arrange, purchase, manage, or supervise shipping; hold the item purchase price in escrow; authenticate every item; guarantee delivery; or provide its own buyer-protection, transaction-guarantee, return, or dispute-adjudication service. We do not control whether a buyer or seller completes an agreement. Nothing in these Terms excludes duties or liabilities that applicable law imposes on HeidelAI, Inc.

We may provide tools that facilitate checkout, payment processing, messaging, or dispute handling. The precise role of Reprexo and any third-party provider depends on the feature used and applicable law. Nothing in these Terms excludes responsibilities that applicable law places on Reprexo.

4. Listings and Seller Responsibilities

Sellers represent and agree that:
• They own each listed item or have lawful authority to sell it.
• Listings, photos, videos, descriptions, prices, condition, brand, and authenticity claims are accurate and not misleading. • They disclose material defects, wear, alterations, missing parts, and other important facts.
• They comply with applicable laws, required disclosures, taxes, and recordkeeping duties.
• They do not list counterfeit, stolen, unlawfully obtained, or prohibited items or make unsupported claims about authenticity or origin. • They communicate honestly and honor agreed transaction terms, subject to applicable law.

Sellers are responsible for their item, representations, packaging, shipping or collection if agreed, and fulfillment. Reprexo does not guarantee listing accuracy, item authenticity, seller authority, or transaction completion.

5. Buyer Responsibilities and Orders

Buyers should review the listing, photos, videos, condition, seller information, price, and terms before buying, ask questions, and keep important promises in writing through the Platform where possible. Buyers and sellers agree directly on the item price, payment method, shipping or collection, timing, insurance, tracking, returns, and refunds. Do not assume Reprexo has confirmed payment, shipment, delivery, authenticity, or another user’s identity unless a specific Platform feature expressly says so.

6. Direct Payments and Platform Fees

The buyer and seller arrange payment of the item’s purchase price directly between themselves using a method they agree upon. Unless a specific feature expressly says otherwise, HeidelAI, Inc. does not collect or hold the item purchase price, act as escrow, release sale proceeds to a seller, or guarantee recovery of a buyer’s payment if a transaction fails.

HeidelAI, Inc. charges a platform fee for use of Reprexo, as disclosed before the fee is incurred. The fee amount, who pays it, calculation method, timing, and any refund conditions must be stated at https://www.reprexo.shop/fee.html. The platform fee is separate from the item price and any shipping charge agreed between buyer and seller. Unless disclosed otherwise or required by law, a cancellation or refund of the buyer–seller sale does not automatically refund a platform fee already earned for the Platform service.

If a third-party provider processes the platform fee, that provider’s terms and privacy notice may also apply. HeidelAI, Inc. does not control a bank’s, card issuer’s, or payment provider’s decisions about chargebacks, reversals, or processing times. Users are responsible for their own taxes except taxes HeidelAI, Inc. must collect or pay.

7. Shipping, Delivery, Returns, and Refunds

Reprexo does not arrange, purchase, manage, or supervise shipping. Buyer and seller must agree directly whether to ship or collect an item, carrier or method, shipping cost, packaging, tracking, insurance, delivery estimate, and responsibility for loss or damage. Each party is responsible for the obligations they accept and for applicable legal duties.

Users may exchange delivery addresses and other information directly through the Platform or otherwise. Each user must use another user’s address only for the transaction and related lawful purposes, keep it appropriately confidential, and not publish, sell, misuse, or use it to harass, threaten, or contact the person for unrelated purposes. Share only information reasonably necessary for the transaction.

Reprexo does not provide its own shipping, returns, refunds, or buyer-protection service and does not decide routine buyer–seller disputes. The parties are responsible for agreeing on returns, refunds, cancellations, and remedies, subject to applicable law and their agreement. Reprexo may accept reports of prohibited conduct and take action regarding Platform access or listings, but does not thereby promise to recover funds, compel returns, or reimburse a buyer. Nothing here waives mandatory rights under applicable law. Users may have separate rights through a bank, card issuer, or payment provider.

8. Prohibited Conduct

You may not, and may not help others to:
• break laws, infringe intellectual-property or privacy rights, or violate these Terms;
• list or trade counterfeit, stolen, prohibited, dangerous, or unlawfully restricted goods;
• misrepresent an item's identity, authenticity, condition, price, ownership, or shipping status;
• engage in fraud, scams, chargeback abuse, payment manipulation, money laundering, or sanctions violations; • harass, threaten, impersonate, stalk, or discriminate against another person;
• use the Platform to send spam, malware, phishing messages, or unsolicited commercial communications; • scrape, crawl, reverse engineer, interfere with, overload, or bypass security or access controls, except where law permits; • manipulate reviews, likes, follows, rankings, transactions, or other engagement metrics;
• circumvent Platform fees or protections in a way prohibited by the Platform's policies or applicable law; or • upload content you do not have the right to use or that is unlawful, deceptive, defamatory, or abusive.

9. User Content, Messages, and Community Features

You are responsible for content you upload or send, including listings, photos, videos, description, reviews, comments, hashtags, profile details, and messages (“User Content”). Do not share sensitive personal information unless necessary and appropriate, and do not use messaging to arrange unlawful transactions. Messages may be stored and processed to provide the service, protect users, investigate reports, enforce our policies, and comply with law, as described in our Privacy Policy.

We may remove, restrict, or decline to display User Content that we reasonably believe violates these Terms, applicable law, or user safety, subject to applicable law and any required notice or appeal process. We do not guarantee that all User Content is accurate, lawful, or reviewed.

Ownership. You retain ownership of the intellectual property rights you hold in User Content. Nothing in these Terms transfers ownership of your User Content to us.

License Granted to HeidelAI. By uploading or making User Content available through Reprexo, you grant us a worldwide, non-exclusive, royalty-free license, including the right to use service providers acting on Reprexo’s behalf, to host, store, reproduce, display, distribute, transmit, and make technical modifications to your User Content, solely as reasonably necessary to operate, provide, maintain, secure, and improve the Reprexo platform; display and distribute your listings and related content to users; generate thumbnails and previews; moderate content; and promote Reprexo and its marketplace, including promoting your listings within Reprexo.

Your Responsibilities. You represent that you own your User Content or have obtained all rights, permissions, and authorizations necessary to upload it and grant the license described in these Terms. You must not upload content that infringes another person’s intellectual property, privacy, or other legal rights.

Duration and Removal. The license continues for as long as necessary to fulfill the purposes described above. When you remove User Content or close your account, Reprexo will cease using that content for new promotional purposes within a reasonable period, except where continued use or retention is reasonably necessary for completed transactions, legal compliance, security, fraud prevention, dispute resolution, or routine backup systems. Content already shared by other users or retained in lawful records may not be immediately removable from every location.

No Transfer of Ownership. Except for the limited license expressly granted in this section, we do not acquire ownership of your User Content. Any rights not expressly granted to us remain with you.

10. Intellectual Property

The Platform, including its software, design, branding, text, graphics, and other materials provided by Reprexo, is owned by or licensed to HeidelAI, Inc. and protected by intellectual-property laws. Except as expressly permitted, you may not copy, modify, distribute, sell, lease, or create derivative works from the Platform or its materials. These Terms do not transfer ownership of Reprexo's intellectual property to you.

If you believe content on the Platform infringes your copyright or other rights, contact contact@heidel.ai with sufficient information to identify the content, your rights, and the requested action. We may remove content and take action against repeat infringers where appropriate and legally required.

11. Third-Party Services

The Platform may link to or integrate third-party services, including payment processors, carriers, analytics providers, or social-login providers. Those services may be governed by separate terms and privacy notices. Reprexo is not responsible for third-party services to the extent permitted by law, and links do not imply endorsement. Your use of those services is at your discretion.

12. Privacy

Our collection and use of personal information is described in the Reprexo Privacy Policy at https://www.reprexo.shop/privacy.html. By using the Platform, you acknowledge that you have had an opportunity to read that policy. The Privacy Policy is incorporated into these Terms only to the extent stated in it and permitted by applicable law.

13. Suspension and Termination

You may stop using the Platform at any time and may request account deletion through contact@heidel.ai, subject to legal, transaction, fraud-prevention, tax, and record-retention requirements. We may suspend, restrict, or terminate access where reasonably necessary to protect users or the Platform, address suspected violations, comply with law, manage risk, or discontinue a feature. Where required, we will provide notice and an opportunity to appeal or remedy the issue.

Termination does not eliminate obligations or rights accrued before termination, including payment obligations, dispute rights, or provisions that by their nature should survive.

14. United States Use Only

Reprexo is intended for use only within the United States. Reprexo's marketplace services are available only to users located in the United States. Users must be located in the United States to access and use the platform's marketplace services.

15. Disclaimers

To the maximum extent permitted by law, the Platform is provided “as is” and “as available.” We do not warrant that the Platform will be uninterrupted, error-free, secure in every circumstance, or suitable for every purpose. We do not guarantee the conduct of users, the accuracy of listings, the authenticity or quality of every item, or that a transaction will be completed. These disclaimers do not exclude express promises we make or rights and warranties that cannot be excluded under applicable law.

16. Limitation of Liability

To the maximum extent permitted by applicable law, we will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, goodwill, or business opportunities, arising from or related to the Platform or these Terms. To the maximum extent permitted by law, our aggregate liability for claims arising out of or relating to the Platform or these Terms will be limited to $100.

These limitations apply only to the extent lawful and do not limit liability that cannot legally be limited, including any non-waivable consumer rights or liability for fraud, willful misconduct, or other matters where limitation is prohibited.

17. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless HeidelAI and its officers, directors, employees, and agents from third-party claims, liabilities, damages, and reasonable costs arising from your unlawful conduct, your material breach of these Terms, or your User Content or items you list, except to the extent caused by HeidelAI's own acts or omissions or where such indemnification is prohibited by law.

18. Disputes and Governing Law

Before filing a formal claim, please contact us at contact@heidel.ai and describe the issue so we can attempt to resolve it informally. If a dispute cannot be resolved, these Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles, except where mandatory law requires otherwise. The courts located in New York City, NY will have jurisdiction, subject to non-waivable consumer rights and mandatory dispute-resolution rules.

19. Changes to These Terms

We may update these Terms to reflect changes to the Platform, our business, or legal requirements. We will post the revised Terms and update the “Last updated” date. Where required by law, we will provide advance notice or obtain consent. Changes apply from the stated effective date and will not retroactively remove rights where prohibited by law. If you do not agree to a change, stop using the affected services and contact us about your account or pending transactions.

20. Contact Us

For questions, complaints, or legal notices concerning these Terms, contact:
Reprexo / HeidelAI, Inc.
Address: 41 Songhyunro-7gil, 102-1103, Dalseo Daegu 42805 South Korea
Email: contact@heidel.ai
Website: https://www.reprexo.shop