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RISE TECH INC TERMS OF SERVICE - COMPANIES

Last updated: Jan 1, 2021

Please read these Terms of Use (“Terms”) carefully.

We are Rise Tech Inc. (“Rise”, “We”, “Us”, “Our”), a Corporation registered under the laws of the state of Delaware in the United States.   Rise operates the Rise website (joinrise.co) and mobile applications (collectively, the “Services”). By downloading, accessing, or using the Rise website or mobile applications or other products or Services of Rise, you agree to be bound by these terms. These Terms affect your legal rights and obligations, so if you do not agree to these Terms, you may not use the Services.

Our Audience

By agreeing to these Terms, you affirm that you have not been previously suspended or removed from the Services by Rise.

Rise may, in its sole and absolute discretion, refuse to offer the Services to any person or entity, for any reason.  Rise may, without notice, and in its sole and absolute discretion, terminate your right to use the Services, or any portion thereof, and/or block or prevent your future access to and use of the Services or any portion thereof.

Privacy

Your privacy is very important to us.  The Rise Privacy Policy is hereby incorporated into these Terms by reference.  By accepting these Terms, you agree to the collection, use, and sharing of your information through the Services in accordance with the Privacy Policy.

The Services

The Services provide a platform for you (the “Client”) to review and obtain professional services from independent professionals or consulting firms for one or more projects (“Projects”). Under these Terms, Rise provides services to you in your capacity as a Client, including operating and providing the Rise Platform Services, curating Professionals and Project bids, enabling the formation of contracts between Clients and Professionals, and functioning as the payment processor for Clients and Professionals. As a Client, you post Projects and invite Professionals to submit a bid. Professionals, in turn, post their professional profile(s) and bid on Projects. If you accept a Professional’s bid, you may then draft and negotiate a contract, statement of work (SOW), consulting agreement, or other service or project agreement directly with such Professional (“Service Contract”).  Rise reserves the right, either upon your request or in certain cases and with respect to certain Projects, to select the set of bids to forward to you for review.

 

User Content

The Services consist of interactive features and areas that allow businesses to post projects and invite professionals to submit bids (collectively, “User Content”). You are solely responsible for all data charges you incur by using the Services. You understand that your User Content will be viewable by others who are using the Rise Services. You agree that Rise has no obligations to regulate the use of your User Content, or that of any other person, party or entity using the Services.

You agree that you are solely responsible for your User Content and any claims, liabilities, damages, lawsuits or causes of action arising therefrom.  Rise is not responsible or liable for any User Content or claims, liabilities, damages, lawsuits or causes of action arising therefrom. 

While Rise is not obligated to do so, Rise reserves the right, and may, in its sole and absolute discretion, to review, screen, and delete User Content at any time and for any reason.

You agree that you will not post any User Content that is offensive, objectionable, or illegal.  If you violate these terms and do post such content, Rise may remove your User Content, suspend your account, and or prohibit you from using Rise in the future.

You represent and warrant that you have the right to post your User Content. You retain any right, title and interest in and to the User Content that you may have.  Rise acknowledges that it neither owns nor acquires any rights in and to the User Content not expressly granted by these Terms of Use.

You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all User Content and Rise shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Content due to any action by You.

You hereby grant to Rise a non-exclusive, worldwide, royalty-free, sublicensable, transferable right and license to use, host, share, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt and create derivative works of such User Content and to otherwise use the User Content for purposes of performing Rise’s obligations under this Agreement, or as further set forth in Rise’s Privacy Policy.

WE WILL NEVER SHARE YOUR CONTENT WITHOUT YOUR CONSENT FOR MARKETING OR ADVERTISING PURPOSES

Requirements for Use of the Services

The Services are available only to legal entities that are capable of forming binding contracts under applicable law. In order to create an account, you must provide us with your business name and contact information, including the name and contact information of a representative authorized to act on your entity’s behalf.

By agreeing to these Terms, you represent and warrant that your entity is not (a) a citizen of or doing business in a country where the use of or participation in the Services is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen of, or doing business in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) associated or doing business with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation. In addition, you confirm that you are not prohibited or limited in any way from participating as a Client on the Rise Services by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements) or any similar policies or obligations that limit your conduct or business in any way.

Further, to the extent your right to receive Services is limited in any way, you confirm that you have obtained all necessary consents or waivers to receive Services as a Client on the Rise Platform Services.

Rise may determine your eligibility to create an account on the Services in its sole discretion.

PLEASE BE ADVISED THAT RISE DOES NOT PERFORM BACKGROUND CHECKS ON ANY PROFESSIONALS.  ANY INFORMATION PROVIDED BY PROFESSIONALS IS BASED SOLELY ON THEIR OWN REPRESENTATIONS.

Exclusivity

For a period of twelve (12) months from the later of (i) the time you first identify a Professional through the Rise Platform Services or (ii) the time a Professional completes its last Project with you (“Exclusivity Period”), you agree to use the Rise Platform Services as your exclusive method to receive services from that Professional and make all payments, directly or indirectly, with that Professional.

During the Exclusivity Period, you shall not make complete or partial payments to any such Professionals for Professional Services outside of the Rise Platform Services, or otherwise circumvent Rise’s role as payment processor or the Rise Platform Services’ payment methods, and any violation of the foregoing restrictions is a material breach of this Agreement.

Any direct hire of a professional or employee to whom you were connected through Rise outside of the Rise Platform during the Exclusivity Period shall constitute a material breach of these Terms, and, among its other remedies, Rise shall have the right to immediately terminate the Services being provided to you, and prevent you from further use of the Rise Platform.

 

Ownership of Feedback

You agree that any feedback, suggestions, ideas, or other information or materials that you provide regarding Rise or the Services, whether by email or otherwise (“Feedback”), are non-confidential and shall become the sole property of Rise.  We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledging or compensating you. You waive any rights you may have to the Feedback (including any copyrights or moral rights therein).  We welcome feedback and comments, but do not share your ideas with us if you expect to be paid for such ideas, or want to continue to own or claim rights in them.

Rise Content

Unless otherwise stated, all materials contained in, on or within the Services, including, but not limited to, text, graphics, images, code, illustrations, designs, icons, photographs, video clips, and written and other materials (collectively, “Rise Content”), as well as their selection and arrangement, and all derivatives thereof, are protected by copyright, trademark, trade dress, patent, and/or other intellectual property laws. Unauthorized use of Rise Content may violate such laws and these Terms.  Except as expressly provided in these Terms, Rise does not grant any express or implied rights to use Rise Content. You agree that you will not copy, reproduce, republish, frame, download, transmit, modify, display, reverse engineer, decompile, sell, or participate in any sale of, rent, lease, loan, assign, distribute, license, sublicense, or exploit in any way, in whole or in part, Rise Content, the Services, or any related software, except as expressly stated in these Terms.

Rise hereby grants you a limited, nonexclusive, non-sublicensable license to access and use the Rise and Rise Content. Rise may revoke this license at any time, and for any reason, in its sole and absolute discretion.  In addition, this license is subject to these Terms and does not include:

  • The distribution, public performance, or public display of Rise Content;
  • Modifying or otherwise making any derivative uses of the Services or Rise Content, or any portion thereof;
  • Use of any scraping, data mining, robots, or similar data gathering or extraction methods;
  • Downloading (other than page caching) any portion of the Services, Rise Content, or any information contained therein, except as expressly permitted on the Services; and
  • Any use of the Services or Rise Content other than for their intended purposes.

Any use of the Services or Rise Content other than as specifically authorized in these Terms, without the prior written permission of Rise, is strictly prohibited and will automatically terminate the license to use the Services granted by these Terms.

Prohibited Activities

In addition to the other restrictions outlined in these Terms, you agree that you will not:

  • Use the Services for any purpose that is illegal, beyond the scope of their intended use, or otherwise prohibited in these Terms or the terms of any third party that govern a particular Service;
  • Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
  • Compromise the security of the Services;
  • Send any unsolicited or unauthorized advertising, spam, solicitations, or promotional materials;
  • Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Services or to extract data;
  • Reverse engineer any aspect of the Services or do anything that might discover the source code of the Services or any related software, or bypass or circumvent measures employed to prevent or limit access to any area, content, or code of the Services or any related software;
  • Use or attempt to use another user’s account without authorization;
  • Attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Services that you are not authorized to access;
  • Attempt to indicate in any manner that you have a relationship with Rise or that Rise has endorsed you or any products or services without Rise’s express written consent to do so;
  • Engage in any harassing, intimidating, predatory, or stalking conduct;
  • Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
  • Violate the publicity, privacy, or data-protection rights of others;
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any person or party;
  • Buy, sell, rent, lease, or otherwise offer in exchange for any compensation, access to your Rise account without Rise’s prior written consent;
  • Develop any third-party applications that interact with User Content or the Services without Rise’s prior written consent; and
  • Use the Services or any related software for any illegal or unauthorized purpose or engage in, encourage, or promote any activity that violates these Terms.

You further agree to abide by any third-party terms that apply to the Services or when posting reviews of Rise, including those of Stripe.com.

Account Security

After opening a Rise account, you accept all responsibility for any activity that occurs while logged into your account. You agree that you will not do anything that might jeopardize the security of your account.

Modifications to the Services

Rise reserves the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice. You agree and acknowledge that Rise will not be liable for any modification, suspension, or discontinuance of the Services or any part thereof.  You further agree and acknowledge that any such modification, suspension or discontinuation shall have no effect on your obligations pursuant to the Exclusivity provision of this Agreement.

DISCLAIMER

THE SERVICES AND THE RISE CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, RISE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL ALWAYS BE SECURE, VIRUS-FREE, OR ERROR-FREE OR THAT THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS.

Note to International Users

The Services are hosted in the United States. If you are a user accessing the Services from the European Union, Asia, Australia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Services, which are governed by U.S. law, you are transferring your personal information to the United States and you consent to that transfer.

Indemnification

By agreeing to these Terms, you agree to indemnify, defend, and hold harmless Rise, our managing members, shareholders, employees, affiliates, licensors, and suppliers (the “Rise Parties”) from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to (a) your access to or use of the Services; (b) any User Content you post, upload, use, distribute, store, or otherwise transmit through the Services; (c) your violation of these Terms; (d) your violation of the rights of another, including without limitation, any intellectual property right, publicity, confidentiality, privacy, or proprietary right; (e) your violation of any statutes, codes, ordinances, laws, rules, regulations, including without limitation, all regulatory, administrative, and legislative authorities; (f) any and all claims arising out of your hiring or firing decisions, your employment practices, and/or your relationship with any applicants, professionals, vendors, and/or employees of your company; (g) your failure to pay or remit any and all taxes or withholdings required to be paid by you, or any professional in connection with your use of the Services and/or engagement of a professional or employee, including but not limited to, sales and use taxes, value added taxes, employment taxes, social security taxes; and (h) your classification of a professional or employee as such.

Limitation of Liability

Except where prohibited by law, in no event will Rise or the Rise Parties be liable for any indirect, special, punitive, incidental, exemplary, or consequential damages that result from (a) the use of, or inability to use, the Services; (b) the provision of the Services, any related software, or any materials available therein; (c) the conduct of other users of the Services; (d) your classification of a professional or employee as such; (d) your failure to pay any and all taxes due arising out of your use of the Services and/or any contracts or engagements entered into as a result of the use of the Services; and (e) the relationship between you and any professional or employee engaged as a result of the Services, even if Rise has been advised of the possibility of such damages. You assume total responsibility for your use of the Services and any related software and materials. Your only remedy against Rise for dissatisfaction with the Services or any content is to stop using the Services. If, notwithstanding these Terms, Rise is found liable to you for any damage or loss that arises out of or is in any way connected with your use of the Services or any content, Rise’s liability shall in no event exceed the amounts paid by you for use of the Services within the one month prior to the alleged event causing damage or loss.

SOME STATES, INCLUDING NEW JERSEY, DO NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.

Complete Agreement

These Terms supersede all prior understandings regarding the same and represent the complete agreement between you and Rise. These Terms do not create or confer any third-party beneficiary rights. Rise may change or modify these Terms at any time and in its sole and absolute discretion. If Rise makes changes to these Terms, Rise will provide notice of such changes, such as by sending a notification, posting a notice on the Services, or updating the “Last Updated” date above. Your continued use of the Services will confirm your acceptance of the revised Terms. Rise encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended Terms, you must stop using the Services and delete your Rise account.

Law

You agree that in the event of any dispute between you and Rise, prior to the filing of any action, you will contact Rise, and work with Rise in good faith to attempt to resolve the dispute amicably and efficiently for a minimum of thirty (30) days.  In the event such good faith attempts at resolution fail, you agree that any claim or dispute arising out of or relating in any way to your use of the Services or any software provided by us, will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall govern this Agreement, and shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.

Notwithstanding the foregoing, you agree that Rise may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.

To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Software, or to us, may only be brought by you in a state or federal court located in New York, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK. 

Class Action Waiver

You agree that (i) no arbitration proceeding hereunder whether a CONSUMER DISPUTE, EMPLOYMENT DISPUTE, or a BUSINESS DISPUTE shall be certified as a class or collective action or proceed as a class or collective action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, employees of your companies, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. THE PARTIES AGREE TO ARBITRATE A CONSUMER DISPUTE OR BUSINESS DISPUTE ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

If for any reason a claim proceeds in court rather than in arbitration, both you and Rise agree that parties have each waived any right to a jury trial and any rights to assert any claims against the other party as a representative or member in any class or representative action.

Questions and Comments

Rise welcomes comments, questions, concerns, or suggestions! Please feel free to send feedback to us anytime at support@joinrise.co.


 

RISE TECH INC TERMS OF SERVICE – PROFESSIONALS

Last updated: February 25, 2019

Please read these Terms of Use (“Terms”) carefully.

We are Rise Tech Inc. (“Rise”, “We”, “Us”, “Our”), a corporation registered under the laws of the state of Delaware in the United States.   Rise operates the Rise website (joinrise.co) and mobile applications (collectively, the “Services”). By downloading, accessing, or using the Rise website or mobile applications or other products or Services of Rise, you agree to be bound by these terms. These Terms affect your legal rights and obligations, so if you do not agree to these Terms, you may not use the Services.

Our Audience

By agreeing to these Terms, you affirm that you have not been previously suspended or removed from the Services by Rise.

Rise may, in its sole and absolute discretion, refuse to offer the Services to any person or entity, for any reason.  Rise may, without notice, and in its sole and absolute discretion, terminate your right to use the Services, or any portion thereof, and/or block or prevent your future access to and use of the Services or any portion thereof.

Privacy

Your privacy is very important to us.  The Rise Privacy Policy is hereby incorporated into these Terms by reference.  By accepting these Terms, you agree to the collection, use, and sharing of your information through the Services in accordance with the Privacy Policy.

The Services

The Services provide a platform for you (the “Professionals”) to create a professional profile and review and bid on professional opportunities (“Projects”) posted by Business Entities and Entrepreneurs (“Clients”) in need of services.  . Under these Terms, Rise provides services to you in your capacity as a Professional, including operating and providing the Rise Platform Services, curating Projects , enabling the formation of contracts between Clients and Professionals, and functioning as the payment processor for Clients and Professionals  As a. Professional, you post your professional profile and bid on Projects. If your bid is accepted, the Client may then draft and negotiate a contract, statement of work (SOW), consulting agreement, or other service or project agreement directly with you, the Professionals (“Service Contract”).  Rise reserves the right, either upon Client request or in certain cases and with respect to certain Projects, to select the set of bids to forward to Clients for review.

 

User Content

The Services consist of interactive features and areas that allow Clients to post projects and invite Professionals to submit bids (collectively, “User Content”). You are solely responsible for all data charges you incur by using the Services. You understand that your User Content will be viewable by others who are using the Rise Services. You agree that Rise has no obligations to regulate the use of your User Content, or that of any other person, party or entity using the Services.

You agree that you are solely responsible for your User Content and any claims, liabilities, damages, lawsuits or causes of action arising therefrom.  Rise is not responsible or liable for any User Content or claims, liabilities, damages, lawsuits or causes of action arising therefrom. 

While Rise is not obligated to do so, Rise reserves the right, and may, in its sole and absolute discretion, to review, screen, and delete User Content at any time and for any reason.

You agree that you will not post any User Content that is offensive, objectionable, or illegal.  If you violate these terms and do post such content, Rise may remove your User Content, suspend your account, and or prohibit you from using Rise in the future.

You represent and warrant that you have the right to post your User Content. You retain any right, title and interest in and to the User Content that you may have.  Rise acknowledges that it neither owns nor acquires any rights in and to the User Content not expressly granted by these Terms of Use.

You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all User Content and Rise shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Content due to any action by You.

You hereby grant to Rise a non-exclusive, worldwide, royalty-free, sublicensable, transferable right and license to use, host, share, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt and create derivative works of such User Content and to otherwise use the User Content for purposes of performing Rise’s obligations under this Agreement, or as further set forth in Rise’s Privacy Policy.  WE WILL NEVER SHARE YOUR CONTENT WITHOUT YOUR CONSENT FOR MARKETING OR ADVERTISING PURPOSES

Requirements for Use of the Services

The Services are available only to Professionals that are capable of forming binding contracts under applicable law. In order to create an account, you must provide us with your name and contact information.

By agreeing to these Terms, you represent and warrant that you are not (a) a citizen of or doing business in a country where the use of or participation in the Services is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen of, or doing business in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) associated or doing business with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation. In addition, you confirm that you are not prohibited or limited in any way from participating as a Professional on the Rise Services by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements) or any similar policies or obligations that limit your conduct or business in any way.

Further, to the extent your right to receive Services is limited in any way, you confirm that you have obtained all necessary consents or waivers to receive Services as a Professional on the Rise Platform Services.

Rise may determine your eligibility to create an account on the Services in its sole discretion.

PLEASE BE ADVISED THAT RISE DOES NOT PERFORM BACKGROUND CHECKS ON ANY PROFESSIONALS.  ANY INFORMATION PROVIDED BY PROFESSIONALS IS BASED SOLELY ON THEIR OWN REPRESENTATIONS.

Exclusivity

For a period of twelve (12) months from the later of (i) the time a Client first identifies a Professional through the Rise Platform Services or (ii) the time a Professional completes its last Project with Client (“Exclusivity Period”), Professional agrees to use the Rise Platform Services as your exclusive method to perform services for that Client and receive all payments, directly or indirectly, from that Client.

During the Exclusivity Period, Client may not make complete or partial payments to any such Professionals for Professional Services outside of the Rise Platform Services, or otherwise circumvent Rise’s role as payment processor or the Rise Platform Services’ payment methods, and any violation of the foregoing restrictions is a material breach of this Agreement.

Any direct hire of a Professional to whom Client was connected through Rise outside of the Rise Platform during the Exclusivity Period shall constitute a material breach of these Terms, and, among its other remedies, Rise shall have the right to immediately terminate the Services being provided to you, and prevent you from further use of the Rise Platform.

Ownership of Feedback

You agree that any feedback, suggestions, ideas, or other information or materials that you provide regarding Rise or the Services, whether by email or otherwise (“Feedback”), are non-confidential and shall become the sole property of Rise.  We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledging or compensating you. You waive any rights you may have to the Feedback (including any copyrights or moral rights therein).  We welcome feedback and comments, but do not share your ideas with us if you expect to be paid for such ideas, or want to continue to own or claim rights in them.

Rise Content

Unless otherwise stated, all materials contained in, on or within the Services, including, but not limited to, text, graphics, images, code, illustrations, designs, icons, photographs, video clips, and written and other materials (collectively, “Rise Content”), as well as their selection and arrangement, and all derivatives thereof, are protected by copyright, trademark, trade dress, patent, and/or other intellectual property laws. Unauthorized use of Rise Content may violate such laws and these Terms.  Except as expressly provided in these Terms, Rise does not grant any express or implied rights to use Rise Content. You agree that you will not copy, reproduce, republish, frame, download, transmit, modify, display, reverse engineer, decompile, sell, or participate in any sale of, rent, lease, loan, assign, distribute, license, sublicense, or exploit in any way, in whole or in part, Rise Content, the Services, or any related software, except as expressly stated in these Terms.

Rise hereby grants you a limited, nonexclusive, non-sublicensable license to access and use the Rise and Rise Content. Rise may revoke this license at any time, and for any reason, in its sole and absolute discretion.  In addition, this license is subject to these Terms and does not include:

  • The distribution, public performance, or public display of Rise Content;
  • Modifying or otherwise making any derivative uses of the Services or Rise Content, or any portion thereof;
  • Use of any scraping, data mining, robots, or similar data gathering or extraction methods;
  • Downloading (other than page caching) any portion of the Services, Rise Content, or any information contained therein, except as expressly permitted on the Services; and
  • Any use of the Services or Rise Content other than for their intended purposes.

Any use of the Services or Rise Content other than as specifically authorized in these Terms, without the prior written permission of Rise, is strictly prohibited and will automatically terminate the license to use the Services granted by these Terms.

Prohibited Activities

In addition to the other restrictions outlined in these Terms, you agree that you will not:

  • Use the Services for any purpose that is illegal, beyond the scope of their intended use, or otherwise prohibited in these Terms or the terms of any third party that govern a particular Service;
  • Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
  • Compromise the security of the Services;
  • Send any unsolicited or unauthorized advertising, spam, solicitations, or promotional materials;
  • Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Services or to extract data;
  • Reverse engineer any aspect of the Services or do anything that might discover the source code of the Services or any related software, or bypass or circumvent measures employed to prevent or limit access to any area, content, or code of the Services or any related software;
  • Use or attempt to use another user’s account without authorization;
  • Attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Services that you are not authorized to access;
  • Attempt to indicate in any manner that you have a relationship with Rise or that Rise has endorsed you or any products or services without Rise’s express written consent to do so;
  • Engage in any harassing, intimidating, predatory, or stalking conduct;
  • Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
  • Violate the publicity, privacy, or data-protection rights of others;
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any person or party;
  • Buy, sell, rent, lease, or otherwise offer in exchange for any compensation, access to your Rise account without Rise’s prior written consent;
  • Develop any third-party applications that interact with User Content or the Services without Rise’s prior written consent; and
  • Use the Services or any related software for any illegal or unauthorized purpose or engage in, encourage, or promote any activity that violates these Terms.

You further agree to abide by any third-party terms that apply to the Services or when posting reviews of Rise, including those of Stripe.com.

Account Security

After opening a Rise account, you accept all responsibility for any activity that occurs while logged into your account. You agree that you will not do anything that might jeopardize the security of your account.

Modifications to the Services

Rise reserves the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice. You agree and acknowledge that Rise will not be liable for any modification, suspension, or discontinuance of the Services or any part thereof.  You further agree and acknowledge that any such modification, suspension or discontinuation shall have no effect on your obligations pursuant to the Exclusivity provision of this Agreement.

DISCLAIMER

THE SERVICES AND THE RISE CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, RISE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL ALWAYS BE SECURE, VIRUS-FREE, OR ERROR-FREE OR THAT THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS.

Note to International Users

The Services are hosted in the United States. If you are a user accessing the Services from the European Union, Asia, Australia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Services, which are governed by U.S. law, you are transferring your personal information to the United States and you consent to that transfer.

Indemnification

By agreeing to these Terms, you agree to indemnify, defend, and hold harmless Rise, our managing members, shareholders, employees, affiliates, licensors, and suppliers (the “Rise Parties”) from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to (a) your access to or use of the Services; (b) any User Content you post, upload, use, distribute, store, or otherwise transmit through the Services; (c) your violation of these Terms; (d) your violation of the rights of another, including without limitation, any intellectual property right, publicity, confidentiality, privacy, or proprietary right; (e) your violation of any statutes, codes, ordinances, laws, rules, regulations, including without limitation, all regulatory, administrative, and legislative authorities; (f) any and all claims arising out of Clients’ hiring or firing decisions, employment practices, and/or relationship with any applicants, professionals, vendors, and/or employees of Client; (g) Clients’ failure to pay or remit any and all taxes or withholdings required to be paid in connection with your use of the Services and/or engagement of  Professional or employee, including but not limited to, sales and use taxes, value added taxes, employment taxes, social security taxes; and (h) Clients’ classification of user as a professional or employee as such.

Limitation of Liability

Except where prohibited by law, in no event will Rise or the Rise Parties be liable for any indirect, special, punitive, incidental, exemplary, or consequential damages that result from (a) the use of, or inability to use, the Services; (b) the provision of the Services, any related software, or any materials available therein; (c) the conduct of other users of the Services; (d) Clients’ classification of a professional or employee as such; (d) your failure to pay any and all taxes due arising out of your use of the Services and/or any contracts or engagements entered into as a result of the use of the Services; and (e) the relationship between Client and any professional or employee engaged as a result of the Services, even if Rise has been advised of the possibility of such damages. You assume total responsibility for your use of the Services and any related software and materials. Your only remedy against Rise for dissatisfaction with the Services or any content is to stop using the Services. If, notwithstanding these Terms, Rise is found liable to you for any damage or loss that arises out of or is in any way connected with your use of the Services or any content, Rise’s liability shall in no event exceed $500.

SOME STATES, INCLUDING NEW JERSEY, DO NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.

Complete Agreement

These Terms supersede all prior understandings regarding the same and represent the complete agreement between you and Rise. These Terms do not create or confer any third-party beneficiary rights. Rise may change or modify these Terms at any time and in its sole and absolute discretion. If Rise makes changes to these Terms, Rise will provide notice of such changes, such as by sending a notification, posting a notice on the Services, or updating the “Last Updated” date above. Your continued use of the Services will confirm your acceptance of the revised Terms. Rise encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended Terms, you must stop using the Services and delete your Rise account.

 

Law

You agree that in the event of any dispute between you and Rise, prior to the filing of any action, you will contact Rise, and work with Rise in good faith to attempt to resolve the dispute amicably and efficiently for a minimum of thirty (30) days.  In the event such good faith attempts at resolution fail, you agree that any claim or dispute arising out of or relating in any way to your use of the Services or any software provided by us, will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall govern this Agreement, and shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.

Notwithstanding the foregoing, you agree that Rise may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.

To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Software, or to us, may only be brought by you in a state or federal court located in New York, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK. 

Class Action Waiver

You agree that (i) no arbitration proceeding hereunder whether a CONSUMER DISPUTE, EMPLOYMENT DISPUTE, or a BUSINESS DISPUTE shall be certified as a class or collective action or proceed as a class or collective action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, employees of your companies, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. THE PARTIES AGREE TO ARBITRATE A CONSUMER DISPUTE OR BUSINESS DISPUTE ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

If for any reason a claim proceeds in court rather than in arbitration, both you and Rise agree that parties have each waived any right to a jury trial and any rights to assert any claims against the other party as a representative or member in any class or representative action.

Questions and Comments

Rise welcomes comments, questions, concerns, or suggestions! Please feel free to send feedback to us anytime at support@joinrise.co.