RIGHTSIFY

TERMS OF USE

Last Update: December 12, 2023

 

1. Terms

Welcome to the Rightsify mobile application (the “App”) and website (the “Site”, and together with the App, the “Platform”). These Terms of Use (“Terms”) govern your use of the Platform and the products and services that are offered through the Platform (the “Services”).

 

These Terms are entered into between you and Rightsify Group, LLC. (“Rightsify” or “we”).  If you are entering into these Terms on behalf of a business entity, you hereby represent and warrant that you have the power and authority to bind that entity to these Terms.

 

Certain portions of the Platform or certain Services offered through the Platform may be subject to additional terms (“Additional Terms”).

 

By using the Services, you are agreeing to these Terms. If you don’t agree to these Terms, you may not use the Services. Rightsify may modify these Terms at any time, and if we do, we will notify you by posting the modified Terms on the Platform. It’s important that you review any modified Terms before you continue using the Services. If you continue to use the Services, you are bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services.

 

SECTION 11 “DISPUTE RESOLUTION” CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.

 

If you are a user in the European Economic Area (“EEA”), or any other country that does not allow such arbitration agreements, Section 11 does not apply to you.

 

If you breach these Terms we may take action against you, including but not limited to terminating your account. You acknowledge that Rightsify has no obligation to, and will not, reimburse or refund you due to involuntary suspension or termination of your account.

2. Privacy

Your privacy is important to us. To better protect your privacy, we provide a policy explaining our online information practices and the choices you can make about the way your information is collected and used at this site. To review this notice, which forms part of these Terms of Use, please go here: Privacy Policy

3. Use of the Services

3.1 Safe and Appropriate Use

You agree that your use of the Services is at your own risk, and that you will not use the Services to violate any applicable law, regulation, Promotional Terms (as defined in these Terms), or instructions as outlined in these Terms, and you will not encourage or enable any other individual to do so.

3.2 Eligibility and Account Registration

If you want to use certain Services, you will have to create an account with us (an “Account”). In order to access certain aspects of the Services you will also need to subscribe. You will also need access to a supported device and an internet connection.

 

You agree that you won’t disclose your Account password to anyone, and you will notify us immediately of any unauthorized use of your Account. Rightsify takes its account security obligations seriously; however, you are responsible for all activities that occur under your Account, whether or not you know about them.

3.3 Account Suspension or Termination

We may suspend or terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you, including if (a) you fail to comply with these Terms; (b) we suspect fraud, or misuse by you of Content (as such term is defined in Section 4 below); or (c) we suspect any other unlawful activity associated with your Account.

 

You may terminate your Account and/or your subscription at any time by sending us an email at help@rightsify.com. Upon termination of any Services or your Account, the following provisions of these Terms will survive: Privacy, Content Ownership, Rights Granted by You, Credits, Disclaimer of Warranties, Indemnity, Limitation of Liability, Dispute Resolution, General Terms and this sentence on Termination.

3.4 Your Right to Use the Platform and Services

The Services are intended solely for subscribers who are 18 years old and above.  Use of the Services by anyone under the age of 18 is strictly prohibited.

 

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, RIGHTSIFY DECLINES ANY RESPONSIBILITY REGARDING ANY ACTIVITIES CONDUCTED BY ANY USER WHO IS UNDER THE AGE OF 18.

 

The Platform, Services and materials incorporated by Rightsify on the Platform (collectively, “Materials”) are protected by copyrights, patents, trade secrets or other proprietary rights. Some of the characters, logos or other images incorporated by Rightsify are also protected as registered or unregistered trademarks, trade names and/or service marks owned by Rightsify or others.

 

Your right to make use of the Platform, the Services and any Materials is subject to your compliance with these Terms and any applicable Additional Terms. Modification or use of the Materials for any purpose not permitted by these Terms or any applicable Additional Terms may be a violation of the copyrights, trademarks, or other intellectual property rights of Rightsify and/or its licensors and is prohibited.

 

Other than as set forth in these Terms or any applicable Additional Terms, you may access and display Materials solely for noncommercial, personal use on a single computer and mobile device only. Other than as set forth in these Terms or any applicable Additional Terms, the Materials may not otherwise be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used in any way.

4. Subscriptions. 

Rightsify may offer users the ability to subscribe to one or more portions of the Platform and/or Services via one or more subscription options, each with its own rate, and set of rights and restrictions as described on the Platform and subject to the provisions of these Terms and any applicable Additional Terms.  Modification or use of any portion of the Platform or Services for any purpose not permitted by these Terms or any Additional Terms may be a violation of the intellectual property rights, including, without limitation, copyrights and/or trademarks, of Rightsify and/or its licensors, and is prohibited.

 

5. Background Music Services.

Portions of the Platform may provide you with access to Rightsify’s background music service (“Background Music Services”).  Your use of Background Music Services is at all times subject to the terms and conditions of (i) these Terms, (ii) the subscription plan you select, and (iii) any Additional Terms that may apply, including, without limitation, Rightsify’s Public Performance Music Licensing Agreement.

 

6. Hydra

 

6.1 Generative AI Tools and Content. Subject to the terms of your subscription plan, portions of the Platform may provide you with access to Hydra, Rightsify’s set of proprietary generative music Service (“Hydra”) that will enable you to produce user-generated music and sound effects (“GAI Content”) from text prompts. Hydra uses an artificial intelligence (“AI”) tool to generate this GAI Content. Rightsify cannot guarantee the suitability or appropriateness of the resulting audio you generate. Subject only to the applicable provisions of these Terms, you are solely responsible for your use of Hydra, including your text prompts, generation, and subsequent use of GAI Content.

6.2 GAI Content Ownership and License. You acknowledge and understand that Rightsify, and not you, owns, and shall continue to own, all right title and interest in and to Hydra and any GAI Content generated by you through Hydra, including, without limitation, any copyrights or other intellectual property rights that exist, or that may exist, in or to any such GAI Content. Subject to the provisions of your subscription plan and these Terms, Rightsify hereby grants you a worldwide, perpetual, revocable (solely in connection with your breach of these Terms, any applicable Additional Terms and/or your subscription plan), royalty free, fully paid-up, right and license to use any GAI Content you  generate through Hydra for any commercial on non-commercial use, in any and all media now known or later devised.  You are responsible for the use of your GAI Content, including for ensuring that any use of your GAI Content does not violate any applicable law, intellectual property right of any third party, these Terms, or any applicable Additional Terms.

 

6.3 Text Prompts. Rightsify may block certain text prompts if we find in our sole discretion that they are inappropriate, objectionable, or may expose us or others to any harm or liability. You represent and warrant that you own all necessary right, title, and interest in and to any text prompts you upload to Hydra, including, without limitation, all necessary copyrights contained therein.

 

6.4 GAI Content Similarity. You acknowledge and understand that due to the nature of machine learning, GAI Content generated by Hydra at your request or using your text prompts may not be unique to you and Hydra may generate the same or similar GAI Content for Rightsify, other users, or third parties. For example, if you ask Hydra to generate a song with a text prompt such as “slow chillout lounge for a luxury hotel lobby” and receive a particular output, other users may also offer similar prompts and receive similar GAI Content outputs. Those responses that are requested by and generated for other users are not considered your GAI Content.

 

6.5 Rightsify’s Use of Your Text Prompts and GAI Content.  You acknowledge and understand that Rightsify may use your text prompts, and GAI Content to develop and improve the Services and the Platform, and to develop and provide new products and services. You grant Rightsify a nonexclusive, worldwide, royalty free, transferable, sublicensable, perpetual license to use your text prompts for such purposes. Rightsify reserves the right to use your GAI Content for the same (or any other) purposes.

7. Fees and Payments

 

7.1 Fees and Billing. You will pay all fees, your Account (“Fees”) in accordance with the prices and terms of your applicable subscription plan(s). We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis. You authorize us and our affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. If you, in good faith, reasonably dispute any portion of an invoice, you must provide written notice and documentation to us within two calendar weeks following the date of that dispute explaining in sufficient detail your reasons for disputing the invoice. Any undisputed amounts not paid when due will bear interest from the original due date until paid at a rate equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law. Payments are nonrefundable except as provided in these Terms.

 

7.2 Taxes. Sales taxes, VAT, and any other associated indirect taxes are in addition to your subscription and are calculated using the appropriate rate for your territorial jurisdiction at the time of purchase.

 

8. Feedback

You can submit feedback, comments, and suggestions for improvements to the Services (“Feedback”) by reaching out to us at [email address].  Any Feedback, comments, that you provide to Rightsify in connection with the Services shall become the exclusive property of Rightsify. By providing Feedback, you hereby assign to Rightsify all right, title, and interest in and to the Feedback, including any intellectual property rights therein. You acknowledge and agree that Rightsify shall have the unrestricted right to use, disclose, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display the Feedback for any purpose whatsoever, without any obligation to compensate you or any third party in any way for such use. You further agree that Rightsify is under no obligation to implement any suggestions or ideas contained in the Feedback or to provide any response to you regarding the Feedback.

9. Intellectual Property Policy

Rightsify respects intellectual property rights and expects its users to do the same. It is Rightsify’s policy to remove content that infringes on a third party’s intellectual property rights, and Rightsify reserves the right to terminate Accounts that engage in repeat infringement. Rightsify complies with the Digital Millennium Copyright Act (DMCA) and will respond to a valid claim of copyright infringement in accordance with the DMCA process.

 

If you believe that any content appearing on the Platform infringes your copyright rights, please forward the following information in writing to the Copyright Agent at the address and/or email address listed below:

• your name, address, telephone number, and email address;
• a description of the copyrighted work that you claim has been infringed;
• the exact URL or a description of each place where alleged infringing material is located;
• a statement by you that you have a good faith belief that the disputed use has not been authorized by you, your agent, or the law;
• your electronic or physical signature or the electronic or physical signature of the person authorized to act on your behalf;
• a statement by you made under penalty of perjury, that the information in your notice is accurate, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Copyright Agent c/o Rightsify Group, LLC, 117 East Colorado Boulevard, Suite 600, Pasadena, California, 91105, and help@rightsify.com

 

Rightsify seeks to preserve any and all exemptions from liability that may be available under the copyright law but does not necessarily stipulate that it is a service provider as defined in USC section 512(c) or elsewhere.

10. Conduct, General Prohibitions, and Rightsify’s Enforcement Rights

You understand and acknowledge that you are responsible for your own conduct while using the Services, and for any consequences thereof. In addition, you agree not to do any of the following, unless applicable law mandates that you be given the right to do so:

• use the Platform, the Services, or any GAI Content generated through the Services for any machine learning purposes or to otherwise train AI tools;
• collect, store or share any personally identifiable information of other users from the Service without their express permission;
• extract, scrape, or index the Platform, Service or Materials (including information about users);
• use the Platform, the Services or Materials, or any portion thereof, for any commercial purpose or in a manner not permitted by these Terms;
• attempt to access or search the Platform, the Services or Materials Content or download Materials from the Services through the use of any technology or means other than those provided by Rightsify (including without limitation automation software, bots, spiders, crawlers, data mining tools, or hacks, tools, agents, engines, or devices of any kind);
• attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Platform, the Services, Materials and/or any GAI Content;
• bypass, remove, deactivate, descramble, or otherwise circumvent any technological measure implemented by Rightsify or any of its providers or any other third party (including another user) to protect the Platform, the Services, the Materials and/or any GAI Content;
• use, display, mirror, or frame the Platform, the Services or any individual element within the Platform or the Services, Rightsify’s name, any Rightsify trademark, logo, or other proprietary information, or the layout and design of the Platform without Rightsify’s express written consent;
• post, publish, submit, store, or transmit any content, including, without limitation, any text prompts, that infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy;
• access, tamper with, or use nonpublic areas of the Services, Rightsify’s computer systems, or the technical delivery systems of Rightsify’s providers;
• attempt to probe, scan, or test the vulnerability of any Rightsify or Platform system, network or Service, or breach any security or authentication measures;
• use any meta tags or other hidden text or metadata utilizing a Rightsify trademark, logo, URL, or product name without Rightsify’s express written consent;
• forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Materials to send altered, deceptive, or false source identifying information;
• interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mailbombing the Platform or the Services;
• delete, obscure, or in any manner alter any attribution, warning, or link that appears in the Services or the Platform;
• violate any applicable law or regulation; or
• encourage or enable any other individual or entity to do any of the foregoing.

Although Rightsify is not obligated to monitor access to or use of the Platform, the Services and/or Materials or to review or edit any text prompts, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right to remove or disable access to any Materials at any time and without notice. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users and others who violate the law.

ANY ATTEMPT BY YOU TO DISRUPT OR INTERFERE WITH THE SERVICES, INCLUDING WITHOUT LIMITATION UNDERMINING OR MANIPULATING THE LEGITIMATE OPERATION OF THE PLATFORM, IS A BREACH OF THESSE TERMS AND MAY BE A BREACH OR VIOLATION OF CRIMINAL AND CIVIL LAWS.

11. Sweepstakes, Contests, Raffles, Surveys and Similar Promotions.  Periodically, Rightsify may organize sweepstakes, contests, raffles, surveys, games, and similar promotions on the Services (each a “Promotion”). In addition to these Terms, Promotions will be subject to special Additional Terms which we shall communicate to you at the time of these Promotions (“Promotional Terms”). By participating in any Promotion, you will become subject to those Promotional Terms. All Promotional Terms are incorporated into, may vary from, and shall supersede these Terms. Rightsify urges you to read the Promotional Terms. Our Privacy Policy, in addition to these Terms and any Promotional Terms, governs any information you submit in connection with such Promotions.

12. Third Party Websites or Resources.  The Platform or Services may contain links to third party websites or resources. Rightsify provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. To the extent permitted under applicable law, you acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

 

Rightsify is not responsible for the availability or quality of third-party services, including cell phone networks, hotspots, wireless internet, and other services. Such third-party services may affect your ability to utilize the Services and you hereby waive and release Rightsify and any other party involved in creating or delivering the Services from all claims, demands, causes of action, damages, losses, expenses or liability which may arise out of, result from, or relate in any way to such third-party services.

13. Indemnification

 

13.1 Your Indemnification of Rightsify.  You agree to indemnify, defend, and hold harmless Rightsify Group, LLC, its affiliates, officers, directors, employees, agents, and third-party partners from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from or related to your use of the Platform, the Services, any text prompts you upload to the Platform and any GAI Content generated through the Services. This includes, but is not limited to, any claims or demands made by any third party due to or arising out of your breach of these Terms, your violation of any rights of another party, or your violation of any applicable law or regulation.

 

13.2 Rightsify’s Indemnification of You.  Rightsify shall indemnify, defend, and hold you harmless from and against any and all third-party claims of copyright infringement arising out of your use of GAI Content you generate through Hydra, to the extent that such GAI Content is not combined with any other content that is the cause of the alleged infringement. Rightsify’s indemnification obligation is subject to you promptly notifying Rightsify in writing of any such claim, cooperating with Rightsify in the defense of such claim, and granting Rightsify sole control over the defense and settlement of such claim. Rightsify shall have no obligation to indemnify you to the extent that the alleged infringement arises from the your modification, misuse, or combination of the GAI Content with any other content.

14. Disclaimer of Warranties

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, THE SERVICES, MATERIALS AND GAI CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE PLATFORM, THE SERVICES AND/OR ANY GAI CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY MATERIALS OR GAI CONTENT.

15. Limitation of Liability

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, RIGHTSIFY  WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, ANY ADDITIONAL TERMS, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, THE SERVICES, ANY MATERIAL OR GAI CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RIGHTSIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

 

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, OTHER THAN IN CONNECTION WITH RIGHTSIFY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THESE TERMS, IN NO EVENT WILL RIGHTSIFY ’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE PLATFORM, THE SERVICES, THE MATERIALS, AND/OR ANY GAI CONTENT EXCEED ONE THOUSAND DOLLARS ($1,000). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RIGHTSIFY AND YOU.

16. Dispute Resolution

Please read the following arbitration agreement (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Rightsify (“Disputes”) and limits the manner in which you can seek relief therefrom. The Arbitration Agreement survives termination or expiration of these Terms.

16.1 Pre-Arbitration Dispute Resolution.

We are always interested in resolving Disputes amicably and efficiently, and most User concerns can be resolved quickly and to the User’s satisfaction by contacting customer support at help@rightsify.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (a “Notice”).  The Notice to us should be sent to Rightsify Group, LLC, 117 East Colorado Boulevard, Suite 600, Pasadena, California, 91105 (the “Notice Address”).  The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought.  If we and you do not resolve the Dispute within sixty (60) calendar days after the Notice is received by us, you or we may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled.

16.2 Agreement to Arbitrate.

After the pre-arbitration dispute resolution process, you agree that any and all remaining Disputes that have arisen or may arise between you and us, whether arising out of or relating to these Terms (including any alleged breach thereof), any aspect of the relationship or transactions between us, and any threshold questions of arbitrability of the Dispute, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that (a) you may assert individual claims in small claims court within the scope of its jurisdiction, if your claims qualify and (b) 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).  Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.  You agree that, by entering into these Terms, you and we are each waiving the right to a trial by jury or to participate in a class action.  Your rights will be determined by a neutral arbitrator, not a judge or jury.

16.3 Arbitration Procedures.

You agree that any Dispute will be settled by final and binding arbitration, using the English language, administered by the American Arbitration Association under its Consumer Arbitration Rules (the “Consumer Arbitration Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the Consumer Arbitration Rules. If there is any inconsistency between any term of the Consumer Arbitration Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.  The arbitrator must also follow the provisions of these Terms as a court would.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and threshold arbitrability of this Arbitration Agreement or the Dispute.  Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

 

Unless we and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances.  If the parties are unable to agree on a location, the determination shall be made by the arbitrator.  If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the Consumer Arbitration Rules.  If your claim exceeds US$10,000, the right to a hearing will be determined by the Consumer Arbitration Rules.  Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

16.4 Costs of Arbitration.

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the Consumer Arbitration Rules, unless otherwise provided in this Arbitration Agreement.  If the value of the relief sought is US$10,000 or less, at your request, we will pay all Arbitration Fees.  If the value of relief sought is more than US$10,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, we will pay your portion of such fees.  In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.  Any payment of attorneys’ fees will be governed by the Consumer Arbitration Rules.

16.5 ARBITRATION OPT-OUT:

YOU MAY OPT OUT OF RESOLVING DISPUTES BY ARBITRATION BY EMAILING US WITHIN 30 DAYS OF FIRST ACCEPTING THE THESE TERMS AND TELLING US YOU WOULD LIKE TO OPT OUT OF MANDATORY ARBITRATION, OTHERWISE YOU SHALL BE BOUND TO ARBITRATE DISPUTES IN ACCORDANCE WITH THESE TERMS. YOU MUST INCLUDE YOUR FIRST AND LAST NAME, YOUR MAILING ADDRESS, YOUR EMAIL, AND YOUR MOBILE PHONE NUMBER IN THE EMAIL. IF YOU OPT-OUT OF THIS ARBITRATION AGREEMENT, WE WILL ALSO NOT BE BOUND BY ARBITRATION

16.6 Prohibition of Class and Representative Actions and Non-Individualized Relief.

YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S); EXCEPT THAT YOU MAY PURSUE A CLAIM FOR, AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

16.7 Confidentiality.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

16.8 Severability.

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the section entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.  If a court or the arbitrator decides that any of the provisions of the section above entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief.  The remainder of these Terms will continue to apply.  If a court or the arbitrator decides that any term or provision of these Terms is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and the Terms shall be enforceable as so modified.

16.9 Future Changes to Arbitration Agreement.

Notwithstanding any provision in these Terms to the contrary, we agree that if we make any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above.  By rejecting any future change, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

17. General

17.1 Entire Agreement

These Terms, including our Privacy Policy, any Additional Terms, and the terms of your subscription(s), constitute the entire and exclusive understanding and agreement between Rightsify and you regarding the Platform, the Services, Materials, and GAI Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Rightsify and you regarding the Platform, the Services, Materials, and GAI Content.

17.2 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Rightsify’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Rightsify may freely assign or transfer these Terms without restriction, and the transferor or assignor shall not remain jointly and severally liable. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

17.3 Force Majeure

Rightsify shall not be liable with respect to any damages, injuries, nonperformance, or delay in performance by reason of any act of God, weather, fire, flood, acts of terror or foreign enemy, satellite or network failure, governmental order or regulation, trade dispute, or any other cause beyond its control.

17.4 Notice

Any notices or other communications provided by Rightsify under these Terms, including those regarding modifications to these Terms, will be given: (a) via email; or (b) by posting to the Platform or Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted to any email address you provided.

17.5 Waiver

Rightsify’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Rightsify. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

17.6 Contact Information

If you have any questions about these Terms, the Platform, or the Services, please contact Rightsify at help@rightsify.com, or Rightsify Group, LLC, 117 East Colorado Boulevard, Suite 600, Pasadena, California, 91105