These Terms of Service ("Terms") govern your access to and use of the website, services, and content provided by Replafi LLC ("Replafi," "we," "us," or "our"). By accessing or using our website at replafi.com (the "Site") or engaging our consulting services (together with the Site, the "Services"), you agree to be bound by these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE OUR SERVICES.

1. Acceptance of Terms

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Services

Replafi provides Professional Employer Organization (PEO) consulting and Artificial Intelligence readiness consulting services, including:

•       Saver: PEO contract renegotiation and benefit renewals

•       Negotiator: Post-selection savings and optimization

•       Broker: Full vendor due diligence, selection, and negotiation

•       AI Readiness Audits: Data preparation and capability assessment

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time without notice.

3. User Accounts and Registration

To access certain features of our Services, you may be required to create an account. You agree to:

•       Provide accurate, current, and complete information during registration

•       Maintain and promptly update your account information

•       Maintain the security of your account credentials

•       Accept responsibility for all activities that occur under your account

•       Notify us immediately of any unauthorized use of your account

We reserve the right to suspend or terminate your account if we suspect any unauthorized use or violation of these Terms.

4. Services Agreement and Fees

4.1 Engagement

When you engage Replafi for consulting services, you will enter into a separate Service Agreement that outlines the specific scope of work, deliverables, timeline, and fees. These Terms of Service apply to all Services provided unless explicitly contradicted by a signed Service Agreement.

4.2 Fees and Payment

You agree to pay all fees as outlined in your Service Agreement. Unless otherwise specified:

•       Payment is due within 30 days of invoice date

•       Late payments may incur a 3.5% monthly interest charge

•       All fees are non-refundable except as specified in our Guarantee (Section 4.3)

•       You are responsible for all taxes associated with the Services

4.3 Guarantee

For Saver and Negotiator services, if we do not identify cost savings or value improvements, we will donate our time to you for that service and waive 80% of our flat fee. This guarantee:

•       Applies only to Saver and Negotiator services

•       Requires completion of the full engagement scope

•       Must be claimed within 30 days of final deliverable

•       Does not apply if client fails to provide requested documentation

5. Client Obligations

To enable us to provide effective services, you agree to:

•       Provide timely access to all requested documents and information

•       Ensure all information provided is accurate and complete

•       Respond to inquiries and requests in a timely manner

•       Designate appropriate personnel to work with us

•       Review and approve deliverables within agreed timeframes

Failure to meet these obligations may result in delays, additional costs, or our inability to deliver services as agreed.

6. Intellectual Property

6.1 Our Content

All content on our Site and in our Services, including text, graphics, logos, images, software, and methodologies ("Our Content"), is the property of Replafi or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works of Our Content without our express written permission.

6.2 Client Materials

You retain all ownership rights to materials you provide to us ("Client Materials"). By providing Client Materials, you grant us a limited, non-exclusive license to use, reproduce, and analyze such materials solely for the purpose of providing Services to you.

6.3 Deliverables

Upon full payment of fees, you will own the specific deliverables created for you under your Service Agreement. However, we retain ownership of our methodologies, processes, tools, templates, and any pre-existing materials incorporated into the deliverables.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the engagement. This includes:

•       Business strategies and financial information

•       PEO contracts and vendor relationships

•       Employee data and benefit information

•       Proprietary methodologies and analyses

These confidentiality obligations survive termination of our Services and do not apply to information that: (a) is publicly available, (b) was known prior to disclosure, (c) is independently developed, or (d) must be disclosed by law.

8. Disclaimers and Limitations of Liability

8.1 No Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not guarantee:

•       Specific financial outcomes or savings amounts

•       Vendor acceptance of negotiated terms

•       Uninterrupted or error-free service

•       The accuracy or completeness of any information on the Site

8.2 Professional Advice

Our Services constitute professional consulting advice, but we are not attorneys, accountants, or financial advisors. Nothing in our Services constitutes legal, tax, or financial advice. You should consult with appropriate licensed professionals regarding legal, tax, and financial matters.

8.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPLAFI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless Replafi, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

•       Your violation of these Terms

•       Your use of our Services

•       Your violation of any rights of another party

•       Any inaccurate or incomplete information you provide

10. Term and Termination

10.1 Term

These Terms remain in effect while you use our Services. Individual Service Agreements will specify their own term and termination provisions.

10.2 Termination by You

You may terminate your use of the Site at any time. To terminate a Service Agreement, you must provide written notice as specified in that agreement.

10.3 Termination by Us

We may suspend or terminate your access to our Services at any time if:

•       You violate these Terms

•       You fail to pay fees when due

•       We are required to do so by law

•       We decide to discontinue providing Services

10.4 Effect of Termination

Upon termination:

•       Your right to use our Services will immediately cease

•       You remain responsible for all fees incurred before termination

•       Sections 6, 7, 8, 9, and 12 will survive termination

11. Dispute Resolution and Governing Law

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles.

11.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or our Services shall be resolved as follows:

•       Informal Resolution: The parties will first attempt to resolve the dispute through good- faith negotiation

•       Mediation: If negotiation fails, the parties will attempt mediation before a mutually acceptable mediator in Utah County, Utah

•       Litigation: If mediation fails, disputes shall be resolved in the state or federal courts located in Utah County, Utah, and you consent to the personal jurisdiction of such courts

11.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

12. General Provisions

12.1 Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our Site and updating the "Effective Date." Your continued use of our Services after such modifications constitutes your acceptance of the revised Terms.

12.2 Entire Agreement

These Terms, together with any Service Agreement and our Privacy Policy, constitute the entire agreement between you and Replafi regarding our Services and supersede all prior agreements and understandings.

12.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

12.4 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or our right to enforce it in the future.

12.5 Assignment

You may not assign or transfer these Terms or your rights and obligations without our prior written consent. We may assign these Terms without restriction.

12.6 No Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Replafi.

13. Contact Information

If you have any questions about these Terms, please contact us at:

Replafi LLC

1231 N Golden Spoke Dr

Spanish Fork, Utah 84660

Email: [email protected]

Phone: 844.407.3752

Last Updated: February 24, 2026