Rize Terms of Use

Effective: June 8, 2018

Last Updated: June 8, 2018

Please read these Rize Terms of Use with care before You make use of the Rize Service, which is available as a mobile application (the “App”). We’ll refer to You here as “You,” “Your” and “Yourself.” We will refer to Rize, as “Rize,” “we,” “us” or “our”.

These Rize Terms of Use as they may be subsequently amended (“Terms of Use” or “Terms”) outline the terms and conditions applicable to Your use of the Rize Service and any related services, aspects, functions, software platforms and derivatives of the Rize Service (collectively, the “Service”).

This is a legally binding agreement between Rize and You.

By using the Service, You acknowledge and agree that You are subject to the Terms of Use, including our Privacy Policy, which is incorporated by and made a part of the Terms of Use. If You do not accept the Terms of Use You may not use the Service.

PLEASE NOTE THAT SECTION 17 OF THESE TERMS OF USE CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE READ SECTION 17 CAREFULLY.

1. WELCOME

Welcome to the Service. It was created by Rize as a platform for communication and entertainment.

As You probably know by now, the Service is a live-video social communications, media, and entertainment platform. Subject to the Terms of Use (as they might be amended) and any other applicable agreements between You and Rize, the Service allows You to broadcast Your audio and video (from a mobile device) for viewing–in real time–by a public online audience including friends and followers, and to view the video broadcasts of other users of the Service.

The Service offers other functions as well that are described in the Terms of Use and in notices and publications from Rize. Rize reserves the right in its sole discretion to change, modify, add, or delete features and functions of the Service at any time. We take responsibility for what we have created, and You agree to take responsibility for Your use of our Service as a creator of Content and as a viewer. While You have fun using the Service, we require that You treat others with respect, do not use the Service for anything that would be deemed illegal or obscene and always observe the Golden Rule (“do unto others…”).

2. REGISTRATION

In order to access the features of the Service, and to be able to Submit (as that term is defined below) Content as a broadcaster, You will have to create a Rize Account via Your mobile phone number (the “Rize Account”), and create a username to be assigned to Your account. By registering with Rize, You agree to our data practices, including the collection, use, processing, and sharing of Your information, as described within this Terms of Use as well as in our Privacy Policy. By creating a Rize profile and providing Your mobile phone number, You agree to receive text messages and phone calls (from us or our third-party providers) with codes to register for our Services.

You agree not to share Your Rize Account login information or let others have access to Your Account and You will not attempt to transfer Your Rize Account to anyone else. You are responsible for the activity that happens on or through Your Account, so we urge You to keep Your Account login information secure and to always log-off when leaving Your mobile device unattended. When You are broadcasting live on the Rize App, putting the app in the background on Your mobile device will keep Your audio and microphone running. If You no longer wish to use the Rize App, You should completely quit and exit the Rize App on Your mobile device. Although Rize will not be liable for losses caused by any unauthorized use of Your Rize Account, You may be liable for the losses of Rize or others due to unauthorized use. We strongly recommend that You notify us immediately of unauthorized use of Your Rize Account or of any related security breach by contacting us at privacy@rizeapp.io. If for any reason You want to limit Your children’s access to the Service, there are a number of commercially available parental control protections.

3. OWNERSHIP OF THE SERVICE

All elements of the Service, including underlying platforms, software, look and feel, and other components (“Service Components”), to the full extent protectable by law, are either proprietary to Rize or proprietary to our licensors. “Rize” and other slogans, service marks, and names, which are used to identify the Service and/or the source of the Service, are proprietary to Rize. You shall not remove or alter any proprietary or restrictive notice or legend affixed to any material provided as part of the Service or otherwise provided by Rize. Except as expressly set forth in the Terms of Use, no license, assignment, or other grant of rights in any Service Components, trademarks, copyrights, or any other intellectual property is granted to You and no such grant will result from Your accessing or using the Service. All rights in the Service not granted under the Terms of Use are reserved by Rize.

The Service may contain links to third party services that are not owned or controlled by Rize. Rize has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party services. In addition, Rize will not and cannot censor or edit the content of any third party service. You expressly release Rize from any and all liability both known and unknown arising from Your use of any third party service.

4. USER GENERATED CONTENT

The term “Content” refers to any information, data, communication, video, text, graphics, photos, sounds, music, audiovisual works, chat feed comments, gifting and/or other contributions appearing on the Service that users of the Service may broadcast, upload, or otherwise submit (collectively‚”Submit”) to the Service, or view or access on the Service.

All rights, title and interest in Content Submitted by You to the Service, to the extent it does not belong to third parties or Guests (see Section 5), will remain with You, subject to the licenses You make hereunder. Rize does not and will not claim any ownership over such Content. Notwithstanding the foregoing, You hereby waive any moral rights that You may have in Your Content in favor of Rize and anyone acting with the authorization of Rize.

Rize assumes no responsibility for Content Submitted by You or any other users of the Service. You shall be solely liable for Content that You Submit to the Service, including without limitation for any consequences of publishing the Content through the Service. Your potential liability applies, for example, to any Content that You include in a broadcast initiated by You, even if You are not the creator of that Content.

You hereby affirm, represent and warrant that You will own or obtain all necessary licenses, rights, consents, and permissions to enable Rize to publish and otherwise utilize as authorized in the Terms of Use, the Content You Submit to the Service.

You understand that the Service is intended for public use and not for private communications, and You confirm that You have no expectation of privacy with regard to any Content You may Submit to the Service, or any other communication by You made to or through the Service. Furthermore, You are aware that Rize does not guarantee the security of any information You disclose via the Service and any submission of Content by You to the Service is made at Your own risk.

All of the provisions in this Section 4 shall apply with equal force if You Submit Content that includes advertorials, native advertising, or sponsorship (“Sponsored Content”). Without limitation, all of Your representations, warranties, indemnification obligations, and other obligations under the Terms of Use will apply equally to Sponsored Content as they would to any other Content You Submit. You are solely responsible for ensuring that Your Sponsored Content complies with all applicable federal, state and local laws, rules and regulations, including without limitation the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials (“FTC Guidelines”), including all required disclosures and disclaimers.

As with other Content, Rize assumes no liability for Sponsored Content Submitted by You or any other users of the Service, or for any product or service offered by or through Sponsored Content (“Sponsored Products and Services”). You shall be solely liable for Sponsored Content that You Submit to the Service and all elements of it, including without limitation for Sponsored Products and Services and for any other consequences of transmission of Sponsored Content through the Service.

In addition to all other termination provisions set forth in the Terms of Use, Rize reserves the right to immediately terminate Your access to the Service if You fail to make disclosures in any Sponsored Content You Submit in accordance with the FTC Guidelines or as otherwise required by applicable law. Further, in the event that Sponsored Content Submitted by You includes material or promotes products or services which, in Rize’s sole opinion, might insult or offend users of the Service or which might tend to injure the success of the Service or the good name of Rize, or if Your Sponsored Content does not comply with the Acceptable Use Policy set forth in Section 6 below, or, as determined in Rize’s sole opinion, conflicts with or does not align with Rize’s business, community, ethical or other goals, then Rize shall have the right (a) to require that You cease submission of the Sponsored Content and/or (b) immediately terminate Your access to the Service.

By Submitting Content to the Service, You are granting Rize and its agents and designees a perpetual worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such Content in connection with the Service and with the businesses of Rize and those of its successors, licensees, and affiliates, including without limitation for the purpose of promoting and advertising the Service and redistributing part or all of the Service (and works derived therefrom) in any and all media formats and through any and all media channels now known or later developed.

Without limitation, the foregoing license includes the right of Rize to grant each user of the Service a non-exclusive license to access Your Content through the Service, and to use, reproduce, distribute, display, perform, edit, modify and comment upon such Content as permitted through the functionality of the Service, subject to the Terms of Use. Such functionality currently includes the ability of users to capture segments from broadcasts of Content and to make such segments available on users’ own Rize Account at the Service, and to use, reproduce, distribute, display, perform, edit, modify and comment upon such segments via any and all channels of social media. (Rize shall have the right but not the obligation to remove such segments from users’ account pages at the Service.) Nothing herein, however, shall be construed to permit use of such Content by users of the Service for endorsements of any product or service (other than the Service), or for any other commercial purpose, not authorized by You.

In connection with the exercise of each of the foregoing rights licensed by You, You consent to use of Your name, image, likeness, photograph, performance, voice, biographical details, Facebook ID, Twitter handle, Google+ ID, Instagram ID, profile pictures, and any other attributes of Your persona in any and all media now known or hereafter developed, including but not limited to the Internet (such as on the App and on third party social media websites) and mobile applications, worldwide, in perpetuity; all without payment, compensation or further notification to or permission from You, except where prohibited by law.

You hereby release and discharge all claims both known and unknown against, and covenant not to sue, Rize and Related Parties (defined below) with respect to the use of any Content Submitted by You as authorized by the Terms of Use (including without limitation any claims that such use violates any proprietary right such as copyrights or rights of publicity/privacy).

5. GUESTING ON STAGE

While using the Service, You may either initiate (as a broadcaster) or participate as a Guest (defined below) in a broadcast through being a Guest on Stage, submitting chat, or by using another feature of the Service that introduces Content onto the screen (“Guesting on Stage”). For purposes of the Terms of Use, the initiating broadcaster shall be deemed the ‚”Host” of the Guesting on Stage (and shall control the Stage) and users contributing to the Stage that are not the host shall be deemed “Guests.” For clarity, only users of the Service who have agreed to be bound by the Terms of Use shall be eligible to participate as Guests on Stage.

Any content Submitted by a Guest to a Stage shall be considered Content for all purposes of the Terms of Use. Without limitation, in connection with such Content and otherwise, the Guest shall be subject to all the terms and conditions of the Terms of Use, including without limitation the Acceptable Use Policy in Section 6 below and the provisions of Section 13, provided that the Guest shall defend, indemnify and hold harmless the applicable Host to the same extent provided in Section 13 with respect to Rize and Related Parties (as defined below) from and against any and all Damages (defined below) arising out of any Content Submitted by a Guest in connection with Guesting on Stage.

For clarity, all rights, title and interest in Content Submitted by a Guest to a Stage, to the extent it does not belong to third parties, will remain with the Guest, subject to the following: In addition to all licenses relating to Content provided above to Rize and others, each Guest hereby grants to the Host, and each Host hereby grants to each Guest, a perpetual worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, display, perform, edit, modify and comment upon such Broadcast, including Content Submitted by the Guest or the Host. This would include, by way of example, posting on the Hosts’ and Guests’ (as applicable) Rize Account page or to social media, to the extent the functionality of the Service permits.

Each Guest and each Host hereby releases and discharges all claims both known and unknown against, and covenants not to sue (a) Rize and Related Parties; and (b) the Host (if a Guest) and each Guest (if a Host); with respect to any use of any Guesting on Stages authorized by the Terms of Use (including without limitation any claims that any such use violates any proprietary right of the Host or Guest as applicable, such as copyrights or rights of publicity/privacy).

6. ACCEPTABLE USE POLICY

You expressly agree that all Content, including without limitation Sponsored Content, that You Submit will not be: (1) defamatory, libelous, abusive, or obscene, and without limitation, shall not include material that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, federal, or international law; (2) infringe on the copyright or any other proprietary right of any person or entity; (3) invade the privacy of any person; (4) contain a virus, worm, Trojan horse, time bomb, or any other harmful program or component; or (5) be otherwise inappropriate or unlawful.

You also agree that You will not (i) use the Service to spam others or create mass-emails, (ii) continue harmful behavior if You have been warned of such; (iii) use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Service in a manner that sends more request messages to the Rize servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser, and/or (iv) create a false identity (except for a user name unique to you that does not violate the rights of a third party, such as a celebrity or owner of intellectual property); and/or (v) forge an email address or header; or in any other way attempt to mislead others as to the identity of the sender or the origin of the message. You agree not to copy, scrape, re-post, take screenshots of, save, share, distribute, modify or make derivative works of any Content provided through the Service, except as expressly provided through the Service’s functionality and in the Terms of Use.

You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service for any commercial solicitation purposes.

7. MONETIZATION PROGRAM

7.1 Monetization Program. This Section 7 sets forth the terms of the monetization program (“Monetization Program”). Please read these terms carefully. If You do not understand or accept any term in this Section 7 or otherwise in the Monetization Program, You should not create or use a Rize Account. As part of the Monetization Program, You are eligible to earn “Monetization Revenue” for your live Content. The amount of the Monetization Revenue is determined by a formula that factors the volume of Virtual Items (as defined below) received on your Content, the daily watch time of your Content, the Virtual Items provided by or to other users on the same calendar day, and the daily watch time of other users’ Content. You acknowledge and agree that the Company may modify its formula at any time in its sole discretion. You understand and agree that the amount of the Monetization Revenue depends, in part, on the use of the volume and nature of Content created by other Rize users on the same calendar day and, thus, the same Content may not have the same Monetization Revenue on different calendar days. 7.2 Payment Terms and Limitations. A users of the Service may be rewarded with Ether (ETH) cryptocurrency in proportion to the type, volume, and quality of the activity of such user on the App. In order to claim Your ETH in Rize, You will need to set up an external wallet outside of the Rize App. You may review how much ETH you have earned by visiting Your profile page. Here, the amount of ETH You have earned will be displayed in both the claimable and pending states, as well as the approximate value that it represents in US Dollars. If you click on the ETH button, you will see how much ETH will be available to claim soon, as security measures require a delay in claiming this ETH to an external wallet. Please note that ETH is generally claimable after 30 days. This time period is subject to change at any time. You are not entitled to earn or receive any revenues in connection with Your Content in any of the following circumstances: (a) if one or more third parties claim rights to certain elements of Your Content except in cases where the Company’s policies or systems support sharing a portion of the revenues with You, as determined by the Company; (b) if monetization is disabled on Your Content by either You or the Company; or (c) Your account on Rize is suspended, banned, erased, or terminated. The Company will use reasonable efforts to notify You if any of these circumstances should occur.

7.3 Termination of Monetization Program. Either Party may terminate Your participation in the Monetization Program for any reason without prior notice to the other Party. If You decide to terminate Your Rize Account or participation in the Monetization Program, Rize may NOT be able to recover your ETH balance. Additionally, Rize may suspend or terminate Your Rize Account, or otherwise terminate Your participation in the Monetization Program, immediately and without notice if Rize determines or suspects, in its sole discretion, that You have violated the Terms or any other agreement between You and Rize or YouNow, Inc. Upon termination of Your Rize Account or Your participation in the Monetization Program, all other rights and duties of the Parties toward each other shall cease.

7.4 No Employment. You are engaging Rize for the use of the Service, including the App, and ability to participate in the Monetization Progam. You are not an employee of YouNow, Inc., Rize, or any affiliated entity. In the event that any court or agency determines that you performed services for YouNow, Inc., Rize, or any affiliated entity, you agree that it is the express intention of the Company and You that Your participation on Rize is as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constitute You acting as an agent, employee or representative of the Company. You acknowledge and agree that You are obligated to report as income all compensation received pursuant to this Agreement. You agree to and acknowledge the obligation to pay all self-employment and other taxes on such income. You further acknowledge and agree that you are not required to make or share Content nor do you have any schedule or requirements related thereto except as provided herein.

7.5 Ability to Accept the Agreement. By agreeing to the Terms, including the terms of this Monetization Program, you acknowledge and agree that You are either 18 years of age or older, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, and affirmations set forth in this Section 7 and otherwise in the Terms, and to abide by and comply with the Terms, including this Section 7. 7.6 Miscellaneous. This Section 7 replaces all previous or current agreements between You and the Company regarding any monetization on the Service, including the App. No modification of or amendment to the Monetization Program, nor any waiver of any rights, will be effective unless in a writing signed by You and Rize. Waiver by Rize of a breach of any provision of this Section 7 will not operate as a waiver of any other or subsequent breach.

8. VIRTUAL CURRENCY/IN-SERVICE PURCHASES

In connection with the Monetization Program and at other times, the Service may permit you to earn and gift Virtual Items. These “Virtual Items” may come in the form of: (a) in-app virtual currency, including but not limited to virtual coins, virtual likes or virtual Tokens; (b) Ethereum (ETH), a cryptocurrency; (c) or other virtual in-Service items, including but not limited to stickers and gifts. You may also purchase coins, as defined above as a Virtual Item. These Virtual Items, however, are only being used as shorthand. You do not in fact “own” the Virtual Items, and the amount of any Virtual Item does not refer to any credit balance of real currency or its equivalent. Rather, Rize grants You a limited license to use the Service, including software programs that include the use of these Virtual Items.

As mentioned above, purchases of the Virtual Items, such as “coins,” are complete only when you receive confirmation through the Service that You have redeemed iTunes or Google Play Store Wallet credits, or other third-party currency accepted by the Service. Any virtual currency balance shown in Your Rize Account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of Your license to use the Virtual Items within the Service. You will not be able to sell Virtual Items in exchange for virtual or real currency credited back to Your Rize Account, nor can we guarantee that You be able to receive a refund of virtual or real currency for Virtual Items (including any virtual currency), including if Your access to the Service has been suspended, limited or terminated.

In addition to the Monetization Program and by purchase from the iTunes and Google Play stores, You may earn coins in a number of ways, which may include but are not limited, to earning a bonus daily by logging on to the App and redeeming the coins that may be presented to you, by inviting friends to the App or other. Coins may be spent on a user on the platform by giving Virtual Stickers, Virtual Gifts, or other Virtual Items. All users of the Service who use the Service will be eligible to receive coins and Virtual Items. Earning coins or certain Virtual Items may transform into virtual “Likes” or virtual “Tokens” on a user’s account depending on the type of Virtual Item a user receives.

Any virtual currency balance shown in your Rize Account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of Your license to use the Virtual Items within the Service. You will not be able to sell Virtual Items in exchange for virtual or real currency credited back to your Rize Account, nor will You be able to receive a refund of virtual or real currency for Virtual Items (including any virtual currency), including if Your access to the Service has been suspended, limited or terminated.

Your gift of certain Virtual Items to a user on the Service may, but will not necessarily, appear on screen of the Content You are viewing. Coins and other Virtual Items gifted to users may result in some revenue to them as determined in Rize’s sole discretion; however, Rize makes no guarantee that the amount or value of the coins or Virtual Items You may give a user will correlate to the revenue such user may receive from Rize.

8.1 Tokens. Tokens power social participation on Rize. On the Rize App, in addition to the Monetization Program, you can earn virtual Tokens based on many factors, including but not limited to the amount and extent of your use of the app, the receiving of likes and other Virtual Items, on the platform. For the sake of clarity, please note that these tokens are not cryptocurrency. By accessing or using the Rize App, you agree to be bound by the Terms of Use and all of the terms incorporated herein by reference. If you do not agree to these Terms of Use, you may not access or use the App, participate in the Monetization Program, or earn virtual Tokens on the Rize App. These Terms of Use govern your access and use of the App, Your participation in the Monetization Program, and Your ownership of Tokens via the Rize App.

8.2 ETHER. On the Rize App, You may be eligible to earn Ether (ETH) cryptocurrency as part of the Monetization Program based on certain factors. These factors and conditions are set forth in the page How to Earn ETH. By accessing or using the Rize App, You agree to be bound by the Terms of Use and all of the terms incorporated herein by reference. If You do not agree to these Terms of Use, You may not access or use the App, participate in the Monetization Program,or earn ETH on the Rize App. These Terms of Use govern Your access and use of the App, participation in the Monetization Program, and Your ownership of ETH via the Rize App.

You will not be able to sell or exchange Your ETH on the Rize App. You may be required provide Your wallet information in the Rize App in order to withdraw Your ETH balance to an outside wallet. You promise to provide us with accurate, complete, and updated registration information about Yourself and Your identifiable information for this process. You may not include identifiable information for Your ETH wallet that You do not have the right to use, or another person’s name and identity with the intent to impersonate or defraud that person. By agreeing to the Terms of Use, You agree to not transfer Your Rize account to anyone else.

When You connect Your wallet information on the Rize App, You may be asked to provide an email and a password for Your security. The Rize App and YouNow, Inc. do not have access to this information and You are solely responsible for the security and private storage of this password. You must protect the security of Your account and Your mobile device, and You are responsible for any activity associated with Your account as well as Your connected wallet.

You may not have access to Your Rize balance or funds if Your access to the Service has been suspended, banned, limited or terminated. ETH earnings that are unclaimed for an extensive amount of time may, at one point, no longer be available to claim.

You represent and warrant that You are an individual of legal age to form a binding contract. You will only use the Services for Your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to You.

9. RIGHT TO SHUT DOWN, DENY OR LIMIT ACCESS, REMOVE CONTENT

Rize has the right, but not the obligation, to screen, refuse to post, remove or edit the Content (including any Sponsored Content), and the Monetization Program at any time and for any or no reason at all, in our sole discretion. Rize takes steps to monitor Content and keep the Rize App and Service safe, but Rize cannot guarantee their safety. Rize reserves the right, but assumes no obligation, to remove Content, which is abusive, illegal or disruptive, or that otherwise fails to comply with the Terms of Use or Community Guidelines, and to limit or revoke Your access in full or in part to the Service, in our sole discretion, at any time, and for any reason, including, but not limited to reasons such as technical difficulties or violation of the Terms of Use.

In addition to any right or remedy that may be available to Rize under the Terms of Use or applicable law, Rize expressly reserves the right to suspend, limit or terminate Your access to the Service, at any time with or without notice and with or without cause, including if Rize determines, in Rize’s sole discretion, that You pose a threat to the Service or its users. In addition, Rize may refer any information on illegal activities, including Your identity, to the proper authorities.

Given that the Service is provided in real-time, we would appreciate Your help in reporting to us any Content that You believe violates the Terms of Use. Please use the “report” feature to report such Content, or direct the relevant information, including the username used to commit the alleged violation and the date and time of the alleged violation, including the time zone to support@rizeapp.io.

10. FEEDBACK FROM YOU

While we welcome any feedback or comments from You, please note that any unsolicited ideas, feedback or suggestions pertaining to our business, such as ideas for new or improved products or technologies, website or tool enhancements, processes, materials, marketing plans or new product names, will automatically upon submission become the property of Rize, without any compensation to You. While under no obligation to review such submissions or to keep such submissions confidential, Rize may use or redistribute any such submission and its contents for any purpose and in any way it deems fit.

To provide such submissions or feedback, please email support@rizeapp.io.

Rize is committed to protecting the rights of copyright rights holders and seeks to comply with all applicable laws and regulations regarding the protection of intellectual property.

If You are a copyright owner or an agent thereof and believe that any Content infringes Your copyrights, You may Submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our designated agent for copyright claim notifications (“Designated Agent”) with the following information in writing (see 17 U.S.C. ¬ß 512(c)(3) for further detail):

Rize will process any notices of alleged copyright infringement and will take appropriate actions under the DMCA. Upon receipt of notices complying with the DMCA, Rize will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing.

Rize may notify the owner or administrator of the affected Content so that he or she can make a counter-notification pursuant to his or her rights under the DMCA. If You receive such a notice, You may provide counter-notification in writing to the Designated Agent. To be effective, the counter-notification must be a written communication that includes the following:

Notices of claimed infringement and counter-notifications should be directed to the Designated Agent by mailing all required documentation to: Rize, 245 5th Avenue, 6th Floor, New York, NY, 10016, ATTN: COPYRIGHT INFRINGEMENT DESIGNATED AGENT or by email to privacy@rizeapp.io with the words “Attn Copyright Infringement Designated Agent” in the subject line.

12. WARRANTIES AND DISCLAIMERS

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

RIZE EXPRESSLY DISCLAIMS (AND YOU HEREBY WAIVE): (A) ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, RESPECTING THE SERVICE AND RESPECTING ANY AND ALL SPONSORED PRODUCTS AND SERVICES; (B) ALL WARRANTIES RELATING TO CONTENT FROM USERS AND/OR THIRD PARTIES THAT YOU MAY OBTAIN OR ACCESS AT THE SERVICE INCLUDING WITHOUT LIMITATION SPONSORED CONTENT AND SPONSORED PRODUCTS AND SERVICES. (C) ALL WARRANTIES THAT SUCH CONTENT IS FREE OF MATERIAL THAT IS DEFAMATORY, INFRINGES COPYRIGHT, AND/OR VIOLATES THE RIGHTS OF PRIVACY OR PUBLICITY OF ANY PERSON OR ENTITY OR VIOLATES ANY LAW OR GOVERNMENTAL REGULATION. (D) ALL WARRANTIES THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU BY OR THROUGH THE SERVICE WILL MEET YOUR NEEDS AND/OR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. YOUR DOWNLOADING ANY MATERIAL FROM OR THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. WITHOUT LIMITATION, YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU UNDERSTAND AND AGREE EXPRESSLY THAT RIZE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF RIZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, WITH OR FROM THE SERVICE; (iii) THE PURCHASE OR USE OF ANY SPONSORED PRODUCTS AND SERVICES; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICE. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF RIZE FOR ANY CLAIMS UNDER THESE TERMS OF USE, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT PAID TO RIZE BY THE USER.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE CRYPTOCURRENCY OF INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR CRYPTOCURRENCY.

CRYPTOCURRENCY LIKE ETH ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY CRYPTOCURRENCY OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT RIZE CAN AFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY CRYPTOCURRENCY.

Rize is not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of the cryptocurrency. Rize is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting cryptocurrency including forks, technical node issues or any other issues having fund losses as a result. Nothing in this Terms of Use shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.

The Service contains the opinions and views of its users. Rize does not endorse, guarantee, or assume responsibility for the accuracy, efficacy, or veracity of any Content from users made available through the Service.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Please also note that the Service is controlled and offered by Rize from its facilities in the United States of America. The laws of other countries may differ regarding the access and use of the Service. Rize makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so on their own volition and at their own risk, and are responsible for compliance with local law.

13. LIMITATION OF LIABILITY; RELEASE

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL RIZE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OF USE, THE APP, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF RIZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE APP, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF RIZE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OF USE, THE ACCESS TO AND USE OF THE APP, CONTENT, OR ANY PRODUCTS OR SERVICES PURCHASED FROM US EXCEED $100.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF RIZE FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF RIZE’s NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF RIZE’s FRAUD OR FRAUDULENT MISREPRESENTATION.

14. INDEMNIFICATION

To the fullest extent permitted by applicable law, You agree to indemnify, defend and hold harmless Rize, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Rize Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) Your use or misuse of the App, Content or the Virtual Gifts, (b) any Feedback You provide, (c) Your violation of these Terms of Use, and (d) Your violation of the rights of a third party, including another user. You agree to promptly notify Rize of any third party Claims and cooperate with the Rize Parties in defending such Claims. You further agree that the Rize Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND RIZE.

15. PLATFORM PROVIDERS

Platform providers, such as Apple, Inc. and Google, Inc. that make the App available for download (“Platform Providers”) are not party to these Terms of Use. Platform Providers have no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to deliver any product or service purchased by You through the App (if applicable), You may notify the applicable Platform Provider, and such Platform Provider may refund payments made for such purchases (if applicable). To the maximum extent permitted by applicable law, Platform Providers will have no other obligation whatsoever with respect to the App. You acknowledge that Platform Providers are not responsible for addressing any claims relating to the App or Your possession and/or use of the App, including but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; (iii) claims alleging infringement of intellectual property; and (iv) claims arising under consumer protection or similar legislation. We, not the Platform Providers, will be solely responsible for the investigation, defense, settlement and discharge of any such claims. Platform Providers are third party beneficiaries of this Section 14, and will have the right (and will be deemed to have accepted the right) to enforce the provisions of this Section 14 against You.

16. PRIVACY

To learn more about how Rize protects Your personal information, please refer to the Rize Privacy Policy, which is incorporated by and made a part of these Terms of Use.

By creating a Rize account and using our services, You agree that Rize can collect, use and share Your information consistent with Rize’s Privacy Policy. By using our services, You agree to provide us Your contacts and other information in Your device PhoneBook on a regular basis. You confirm You are authorized to provide us such numbers to allow us to provide our services.

17. ASSIGNMENT

Rize may assign these Terms of Use to its successors, licensees, and affiliates. However, because the subject matter hereof is personal to You and Your Content, You may not assign these Terms of Use to any person or entity without Rize’s prior written consent.

18. DISPUTE RESOLUTION

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires You to arbitrate disputes with Rize and limits the manner in which You can seek relief from us.

18.1. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to Your access or use of the App, to any products sold or distributed through the App, or to any aspect of Your relationship with us, will be resolved by binding arbitration, rather than in court, except that (1) You may assert claims in small claims court if Your claims qualify; and (2) You or we may seek 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).

18.2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, You must send a letter requesting arbitration and describing Your claim to our registered agent [include name and address of registered agent here]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.¬†¬† Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ 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’ most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’ rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that You cannot afford to pay JAMS’ filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, we will pay them for You. In addition, we will reimburse all such JAMS’ filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where You live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

18.3. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related 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 arbitration will decide the rights and liabilities, if any, of You and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon You and us.

18.4. Waiver of Jury Trial. YOU AND RIZE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Rize are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 18.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

18.5. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A OR COLLECTIVE CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in the State of New York. All other claims shall be arbitrated.

18.6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of Your decision to opt out to the following address: [1441 Broadway, 14th Floor, NY, NY 10018], within 30 days after first becoming subject to this Arbitration Agreement. You may also submit Your decision to [privacy@rizeapp.io]. Your notice must include Your name and address, the email address You used to set up Your account (if You have one), and an unequivocal statement that You want to opt out of this Arbitration Agreement. If You opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to You. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that You may currently have, or may enter in the future, with us.

18.7. Severability. Except as provided in Section 18.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

18.8. Survival of Agreement. This Arbitration Agreement will survive the termination of Your relationship with Rize.

18.9. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Rize makes any future material change to this Arbitration Agreement, You may reject that change within thirty (30) days of such change becoming effective by writing to Rize at the following address: [245 5th Avenue, 6th Floor, NY, NY 10016].

19. MISCELLANEOUS

Nothing in the Terms of Use shall be construed to create a partnership, joint venture or agency relationship between You and us. You may not assign any of Your rights or delegate any of Your duties under the Terms of Use without the prior written consent of Rize. Rize may assign this Agreement and/or any of its rights, and delegate its duties in its discretion. Any purported assignment which is inconsistent with the foregoing shall be null and void. The Terms of Use, its interpretation, performance or any breach thereof, shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the state of New York applicable to contracts entered into and wholly to be performed within said state without regard to conflicts of laws. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of New York, and the United States, respectively, sitting in the State of New York. No waiver of any breach of any provision of the Terms of Use shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. In the event any provision of the Terms of Use shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. In resolving any dispute or construing any provision hereunder, there shall be no presumptions made or inferences drawn (i) because the attorneys for one of the parties drafted the agreement; (ii) because of the drafting history of the agreement; or (iii) because of the inclusion of a provision not contained in a prior draft, or the deletion of a provision contained in a prior draft. All representations, warranties and indemnities contained herein or made by You in connection herewith shall survive any termination, expiration, or suspension of Your rights under the Terms of Use. Section headings are for convenience only and are not a part of the Terms of Use. The Terms of Use contain the entire understanding of the parties and cannot be amended except by a writing signed by both parties. No party hereto has relied on any statement, representation or promise of any other party or with any other officer, agent, employee or attorney for the other party in executing these Terms of Use except as expressly stated herein.

20. AMENDMENT

Rize reserves the right, in its sole discretion, to change, modify, add, or delete portions of the Terms of Use at any time. When using the Service, You may be subject to additional applicable guidelines or rules that may be posted from time to time. All of these guidelines and rules are deemed incorporated into the Terms of Use. While we may attempt to notify You when major changes are made to the Terms of Use, it is Your responsibility to review the Terms of Use periodically to check for changes. When Rize makes changes, it will give the date of the most recent update in this space so You can be kept abreast by visiting this page. Rize also reserves the right in its sole discretion and at any time to modify or discontinue, temporarily or permanently, the Service (or any part of it), with or without notice.