User Terms of Service
Last updated: January 15, 2025
Please read these User Terms of Service (these “Terms” or this “Agreement”), carefully because they are a binding agreement between you and Rye Worldwide Inc. (the “Company” or “we”). These Terms, our Privacy Policy, and additional disclaimers and disclosures contained on our Sites govern your use of the Sites that link to these Terms. “Sites” means our websites, applications, widgets, blogs, social networks, or other online, mobile, or wireless offerings and the Rye services offered on those Sites (the “Services”).
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY THE COMPANY IN ITS SOLE DISCRETION AT ANY TIME. It is your responsibility to review these Terms periodically. If at any time you do not agree with these Terms, please do not use this Site or any applications accessible through the Site. We may revise these Terms at any time without notice to you. Because our Services are evolving over time we may change or discontinue all or any part of the Services and additional features, at any time and without notice, at our sole discretion.
PLEASE NOTE THAT THESE TERMS CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. PLEASE REVIEW THESE TERMS FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE AND HOW TO OPT OUT.
Eligibility
By accessing or using the Services in any way, clicking on a button or taking similar action to signify your affirmative acceptance of these Terms, you hereby represent that:
You have read, understand, and agree to be bound by these Terms and any future amendments and additions to these Terms as published from time to time;You are eighteen (18) years old or older; and
You have the authority to enter into this Agreement personally as an authorized user of our Customer (defined below).
Except as otherwise provided herein, if you do not agree to be bound by the Agreement, you may not access or use the Services. In addition, if you have been previously prohibited from accessing the Services, you are not permitted to access our Sites or the Services.
Account Access
Account. In order to enjoy the full scope of the Services, you are required to register and open an Account by: (i) providing us with certain details; or (ii) using an existing social media account (for further information, see the Privacy Policy). You must provide us with accurate, current and complete information when opening an Account and keep it updated at all times. If you don’t, we might have to suspend or terminate your Account.
Access. By entering into these Terms, you will be granted a revocable license to access the Rye dashboard or other Services. Your access privileges, however, are conditioned on your adherence to the terms of these Terms. We reserve the right to temporarily deny you access to the Services or permanently terminate your access privileges at any time if, in our sole discretion, you have failed to abide by the terms of these Terms or appear to us likely to do so. By agreeing to grant you access, we do not obligate ourselves to do so or to maintain the Services, or to maintain it in its present form, and we expressly reserve the right to modify, suspend or terminate your access privileges.
Privileges Nontransferable. Your access privileges may not be transferred by you to any third parties. You further agree not to disclose to anyone your confidential log-in information (including username and password).
Cancellation. If you wish to cancel the Account you may e-mail us at any time to request to do so. Once the Account is canceled, its information may be deleted or otherwise become unavailable and we will not be responsible for any loss in this respect.
Security. You further agree not to disclose to anyone your confidential log-in information (including your username and password details). The Account is may only be used by you and you shall not allow anyone else to use it without our prior written approval. You must immediately notify us of any unauthorized use of your Account or breach of its security. We will not be responsible for any damage which is caused to you or others if you do not act in accordance with these Terms or Privacy Policy.
User Obligations
By using the Services, you expressly represent and warrant that you are legally entitled to enter these Terms. Your participation is for your own use. When using the Services, you agree to comply with all applicable laws, including those of the country, state and city in which you are present while using the Services.
By using the Services, you agree that you will not (and will not enable others to):
use the Services for deceptive or fraudulent purposes;
impersonate or misrepresent your affiliation with any person or entity;
send or store any unlawful material;
use the Services to cause nuisance, annoyance or inconvenience, including by sending any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
copy or distribute any content displayed through the Services, nor use, display, mirror or frame the Services or any individual element within the Services, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
attempt to reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services (such as the source code), in whole or in part;
use access to the Services to develop any competing offering;
use any such materials for any purpose other than the permitted use of the Services.
use, or use any means to gain access to, the Services or any Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services;
create or compile, directly or indirectly, any collection, compilation, or other directory from any content displayed through the Services except for your own personal use consistent with the permitted use of the Services;
collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
use the Services in any way that could damage, disable, overburden or impair any of our servers, or the networks connected to any of our servers, or interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby;
attempt to gain unauthorized access to any part of the Services (including non-public areas of the Services) and/or to any service, account, resource, computer system, technical delivery systems and/or network connected to any of our servers, including by avoiding, bypassing, removing, deactivating, impairing, descrambling or otherwise circumventing any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Services;
deep-link to the Services or access or search the Services or download, scrape, copy, monitor, or record any portion of the Services or any data or content contained within or transmitted by the Services, manually or with any engine, automated program, software, tool, agent, device, mechanism (including robots, spiders, web crawlers, extraction software, data mining tools, automated process and/or other devices), or any other method of screen scraping, unless we have provided tools expressly for such purposes;
use the Services, or any portion thereof, for the benefit of any third party or products competitive with Rye or otherwise in any manner not permitted by these Terms. For the avoidance of doubt, you will not use any portion of data or content contained within or transmitted by the Services, for any commercial use apart from the use of the Services for the purposes intended in our offering of them; or
encourage or enable any other third party to take any action prohibited by these Terms.
Confidentiality. In your use of the Services, you may have (or have been given) access to information that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure (collectively, “Confidential Information”). Confidential Information includes items such as customer/merchant lists or directories, messages transmitted through the Services, and the non-public aspects of the Services. Confidential Information does not include information that: (i) is in the public domain at the date of disclosure (and did not fall into the public domain as a result of your breach of this policy or any other confidentiality agreement); (ii) was rightfully in your possession before you gained access to it through the Services; or (iii) was rightfully received from a third party(who was in lawful possession of it without any confidentiality or non-use restrictions. You will not use the Confidential Information other than for purposes of your authorized use of the Services. Nothing shall prevent you from disclosing information obtained through the Services if compelled to do so by a court of law or government agency, on the condition that you provide advance notice to us and allows us a reasonable opportunity to intervene in the proceeding to protect the confidentiality of the Confidential Information in accordance with applicable law.
Export Controls
The Services or products purchased through the Services may be subject to export controls of the United States. To the extent permissible under applicable domestic laws, products or Services may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the United States has embargoes; (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all applicable trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions, including as set forth in subsections (i) – (iii) above.
Customer Data and Feedback
If an organization or other third party that we refer to in these Terms as “Customer” has invited or authorized you to access the Services under their subscription or order, then Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case referred to as the “Customer Agreement”). The Customer Agreement contains our commitment to deliver Services to the Customer who may then invite authorized users to access the Services. When an authorized user (including you) submits content or information to the Services, such as messages or files (“Customer Data”), you acknowledge and agree that such Customer Data is owned by the Customer and the Customer Agreement provides Customer with many choices and control over that Customer Data, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.
Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to us through our suggestion, feedback, or similar pages (“Feedback”) is at your own risk and that we have no obligations (including obligations of confidentiality) with respect to such Feedback. If you choose to submit such Feedback, you agree that we are free to use it without any restriction or compensation to you. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use such Feedback, except as otherwise required by law.
Intellectual Property Ownership
We (and our licensors, where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by us. Our name, logo, and the product names associated with the Services are our trademarks or belong to third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
DMCA/Copyright Policy
It is Rye’s policy, in appropriate circumstances, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others. Rye will respond to claims of copyright infringement committed on the Services that are reported to Rye’s designated copyright agent (the “Designated Copyright Agent”), identified in the sample notice below. If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Services by completing the following DMCA Notice of Alleged Infringement and delivering it to the Designated Copyright Agent. Upon receipt of the Notice as described below, Rye will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Services.
DMCA Notice of Alleged Infringement (“Notice”)
Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.
Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the website(s) where such material may be found.
Provide your mailing address, telephone number, and, if available, email address.
Include both of the following statements in the body of the Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to the Designated Copyright Agent:
Rye Worldwide Inc.
2093 Philadelphia Pike #1723
Claymont, DE 19703
Attention: Copyright Agent
Email: legal@rye.com
Notice to U.S. Government End Users
(The software, Applications, Website and Services, including all documentation, are “Commercial Items”, as that term is defined at 48 C.F.R. § 2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation”. The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. government end users: (i) only as Commercial Items; (ii) with the same rights as all other end users; and (iii) according to these Terms.
Privacy
We have adopted a Privacy Policy outlining our personal data collection and use practices. Please refer to it for details about how we collect and use your personal information. By agreeing to the terms of these Terms, you are expressly agreeing to our Privacy Policy, which is incorporated herein by reference.
If you submit a product request or otherwise indicate your interest in contacting a Merchant, you may receive telemarketing calls or emails from the Merchant using the contact information you provided. Merchants may keep your contact information and any other information received by the Merchants in processing a contact or other request form. We are not responsible for any damages or costs of any type arising out of or in any way connected with your dealings with these Merchants.
Third-Party Interactions
The Services (including the Applications) may contain links to third-party websites and advertisements (collectively, “Third-Party Websites & Advertisements”). When you click on a link to a Third-Party Website or Advertisement, we will not warn you that you have left our Websites and Applications and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites & Advertisements are not under our control. We provide access only as a convenience and are not responsible for any Third-Party Websites or any Third-Party Advertisements.
We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their content, products or services. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Indemnification
You agree to indemnify and hold harmless Rye and its officers, directors, employees, agents, and affiliates (each, an “Indemnified Party”) from and against any losses, claims, actions, disputes, demands, costs, damages, penalties, fines and expenses, including attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from: (a) any information or content that you provide to us or in connection with the Services; (b) your misuse of the Services; (c) your violation of these Terms; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this Section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services. You agree that the provisions in this Section will survive any termination of your Account, these Terms, or your access to the Services.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT THE SERVICES (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY US IN CONNECTION WITH THE SERVICES) ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, TRUTHFULNESS, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH OUR SERVICES, OR THE SERVICES, TEXT, GRAPHICS, OR LINKS.
WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ON AN UNINTERRUPTED, SECURE, BUG-FREE, OR ERROR-FREE BASIS OR THAT THE SERVICES ARE FREE OF ANY FAULTS OR DEFECTS OR COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHER LEGAL THEORY) SHALL RYE BE LIABLE TO YOU OR ANY THIRD PARTY FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR DATA BREACH, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER OR NOT RYE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; OR (II) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLIENT AND YOU. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES CONTAINED HEREIN. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISIONS.
DISPUTE RESOLUTION
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.
Scope of Arbitration Agreement. You agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms or your access or use of the Services or as a consumer of our services, to any advertising or marketing communications regarding us or our Services, to any products or services sold or distributed through the Services that you received as a consumer, or to any aspect of your relationship or transactions with us as a consumer of our services will be resolved solely by binding arbitration, rather than in court, except that: (i) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (ii) you or Rye may seek injunctive or other equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of these Terms.
IF YOU AGREE TO ARBITRATION WITH US, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST US IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
Arbitration Rules and Forum. This Arbitration Agreement, and its interpretation and enforcement, is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim. The arbitration will be conducted by JAMS under its rules and pursuant to the terms of these Terms. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMS at 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by JAMS’s rules. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver of fees from JAMS, we will pay them for you. In addition, we will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims with an amount in controversy totaling less than $10,000. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, video conference, based on written submissions, or in person in the country where you live or at another mutually agreed location.
Arbitrator Powers. Except as provided above, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Rye and determine all issues of liability on the merits of any claim asserted by either party. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual, and only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim, under applicable law, the arbitral forum’s rules, and these Terms (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Rye.
Waiver of Jury Trial. YOU AND RYE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Rye are instead electing to have claims and disputes resolved by arbitration, except as specified above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
Waiver of Class or Consolidated Actions. YOU AND RYE AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Rye is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth above.
Severability. Except as provided above, if an arbitrator or court of competent jurisdiction decides that any part of this Arbitration Agreement is invalid or unenforceable, the other parts of this Arbitration Agreement will still apply.
Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Rye can force the other to arbitrate as a result of these Terms. To opt out, you must notify Rye in writing no later than thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your email address, and a statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: legal@rye.com. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.
Exclusive Venue
To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Rye agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively within the State of California for courts situated in San Francisco County, California, or in federal court for the Northern District of California.
Termination
These Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITES AND SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITES OR SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
General
No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, Rye or any third-party provider as a result of these Terms or use of the Services.
Electronic Communications, Transactions, And Signatures. Visiting the Sites or Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Sites, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
No Third-Party Beneficiaries. Nothing contained in these Terms will be deemed to create any third-party beneficiary right upon any third party.
Choice of Law. This Agreement, and all matters arising from, related to, or connected with it, is governed by the laws of the State of California, without giving effect to any principles that provide for the application of the law of any other jurisdiction.
Miscellaneous. These Terms and any policies or operating rules posted by us on the Sites or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Except as otherwise provided herein, if any provision of these Terms is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. These Terms operate to the fullest extent permissible by law. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms
Assignment. You may not assign or transfer these Terms or any rights granted hereunder, by operation of law or otherwise, without Rye’s prior written consent, and any attempt by you to do so, without such consent, will be void. Rye may freely assign these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Contact Information
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at legal@rye.com.
© 2024 Rye Worldwide, Inc. All right reserved.