Terms of service

The Rely.io website and web application located at https://www.rely.io/ are owned and operated by Detech.ai, Inc., a Delaware corporation (“Rely.io,” “us,” “we,”, “Company” or “our”). These Terms of Service (the “Terms”) is intended to make you, the user (“you”), aware of the terms and conditions of your use of our website, any subdomains or pages hosted on our domain and subdomains, and any mobile applications we have (the “Site”), as well as our software services, and any other products and services offered through the Site (the “Platform”) (the Site and Platform together, the “Services”). These Terms apply to any site where it is referenced or linked to. We reserve the right to modify and update these Terms at any time without prior notice to you. Any modifications to these Terms will be effective immediately upon posting of the updated Terms on the Site. Your continued use of the Services following a notice of updated Terms constitutes your acceptance to be bound by any changes. 

PLEASE READ THESE TERMS CAREFULLY. BY USING THE SERVICES OR ANY PART OF THEM, OR BY CLICKING “I ACCEPT” BELOW, YOU HEREBY EXPRESSLY AGREE TO BE BOUND BY, AND SHALL BE SUBJECT TO, THESE TERMS OF SERVICES. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MAY NOT USE OR ACCESS THE SERVICES, CREATE OR ACCESS AN ACCOUNT, OR POST OR DOWNLOAD CONTENT OR ANY OTHER INFORMATION TO OR FROM THE SITE.

IMPORTANT NOTICE: YOUR USE OF OUR SERVICES IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 8 OF THESE TERMS, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. PLEASE CAREFULLY REVIEW SECTION 8 OF THESE TERMS FOR MORE INFORMATION.

1. SERVICES

• Our Site. We offer the Site, and the content therein, to you as an informational tool only. You may use the Site for personal, non-commercial lawful purposes only. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access the Site. Any use of the Site in excess of this license is strictly prohibited and constitutes a violation of these Terms, which may result in the termination of your right to access and use this Site. Your access to the Site is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any content, products or services we provide on the Site without notice.
• Our Platform. We grant you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license to access and use the Platform, and any software underlying our Platform, solely to use the Platform and the services and/or software therein, provided by us to you in accordance with these Terms and any other agreement between you (or your employer) and Rely.io. Unless expressly stated in another agreement between you and Rely.io, this license does not include any resale use of any Platform or any content or software associated with the Platform. You shall not copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying our Platform. You agree not to use modified versions of any software underlying our Platform, including without limitation, for the purpose of obtaining unauthorized access to our Platform. You may not use any of our Services for any illegal purpose.
• Reservation of Rights. We reserve all rights not otherwise expressly granted by these Terms. If you do not comply with these Terms, we reserve the right to revoke any license granted herein and limit your access to our Services. Any use of our Services that exceeds the rights expressly granted in these Terms (or any other agreement between you or your employer and Rely.io) is strictly prohibited and constitutes a violation of these Terms, which may result in the termination of your right to access and use our Services.
• Rely.io Materials. The Services, our website, our systems, our databases, and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any technical or functional descriptions, requirements, plans, specifications, or reports, that are provided or used by Rely.io or any subcontractor engaged by Rely.io in connection with our Services or otherwise comprise or relate to the Services, the designs of each of the foregoing, and any and all intellectual property rights in the foregoing (collectively, the “Rely.io Materials”) shall at all times remain the exclusive property of Rely.io and its third-party licensors. 
• Modification. We may discontinue or alter any aspect of our Services, restrict the time our Platform or Site is available, and restrict the amount of use permitted at our sole discretion and without prior notice or liability to you. We may also install bug fixes, updates, patches, and other upgrades to our Services without prior notice or liability to you. Your only remedy is to discontinue using our Services if you do not want a modification we make to our Services.
• Removal of Access. Your access to our Services is provided on a temporary basis with no guarantee of future availability or continued right to access. You agree that we may immediately suspend or terminate your access to our Services or any part thereof. Causes for such measures include, without limitation: (1) breach or violation of these Terms or other incorporated agreements or guidelines; (2) discontinuance or material modification to our Services; (3) unexpected technical or security issues or problems or (4) your engagement in fraudulent or illegal activities. You further agree that such measures may be taken in our sole discretion and without liability to you or any third party.
• Defects and Availability. We use commercially reasonable efforts to maintain our Services, but we are not responsible for any defects or failures associated with our Services, any part thereof, or any damages (such as lost income, opportunities or any other consequential or indirect damages) that may result from any such defects or failures. Our Services may be inaccessible or inoperable for any reason. You understand that our Services are provided over the Internet, so the quality and availability of our Services may be affected by factors outside of our control. Our Services are not intended to be available 24/7 and we do not make any representations, warranties, or guarantees regarding the reliability or availability of our Services (unless expressly stated in another agreement between you or your employer and Rely.io). We do not represent, warrant, or guarantee that our Services will always be available or are completely free of human or technological errors. We will not be liable to you or any third party for damages or losses related to our Services being unavailable.
• Restrictions. You may not: (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Services in any way; (2) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which our Services are based; (3) use our Services or detehc.ai Materials to develop a competing service or product; (4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of our Services, servers, or networks connected to our Services or take any other action that interferes with any other person’s use of our Services; (5) decrypt, transfer, create Internet links to our Services, or “frame” or “mirror” our Services on any other server or wireless or Internet-based device; (6) use or merge our Services or any component thereof with other software, databases, or services not provided or approved by us; (7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to our Services; (8) use our Services for unlawful purposes; (9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with our Services; (10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on our Services for any reason; (11) access or attempt to access any other user’s account; (12) use any detch.ai Materials made available through our Services in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (13) introduce into our Services any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm our Services, or perform any such actions; (14) introduce into our Services any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (15) delete, modify, hack, or attempt to change or alter our Services, Rely.io Materials, or notices on our Services; (16) connect to or access any Rely.io computer system or network other than our Services; or (17) impersonate any other person or entity to use or gain access to our Services.
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2. TRANSACTIONS

• Fees. If applicable, you agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in DOLLAR You agree to pay all charges at the prices then in effect for your purchases (or listed on any purchasing order), and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
• Taxes. As between us, you will be solely responsible to determine and pay any and all applicable sales, use, value-added, and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the Services (including, without limitation, any Taxes that may become payable as the result of your purchase or transfer of licenses). 
• Usage. We may charge fees for the use of certain features or functions of the Services (“Usage”). For example, we may charge a usage fee based on your usage of the Service based on word count or input and output queries. We may modify the number of words charged for input or output, or impose usage restrictions per hour to safeguard the interests of all users and ensure uniform access to the Services. These changes will be made in accordance with our model capacity to provide equal opportunity to every user and maintain the quality of our Services.
• Subscriptions. Some parts of the Services are billed on a subscription basis ("Subscriptions"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"), which is set on a monthly or annual basis depending on the type of Subscription plan you choose.
  At the end of each Billing Cycle, your Subscription will automatically renew under the same conditions unless you cancel it or Company cancels it. You may cancel your Subscription renewal through your online account management page or by contacting our customer support team.
  To process payment for your Usage and/or Subscription, if applicable, we require a valid payment method, such as a credit card or PayPal. You must provide accurate and complete billing information, including your full name, address, state, zip code, telephone number, and payment method information. By submitting payment information, you authorize us to charge all Subscription fees incurred through your account to your payment instrument.
  If automatic billing fails for any reason, we will issue an electronic invoice that must be paid manually within a specified deadline.
  You represent and warrant that you have the legal right to use any credit card or payment method in connection with your Purchase, and that the information you provide to us is accurate and complete.
  We may use third-party services to facilitate payments and complete purchases, and we reserve the right to refuse or cancel any order for any reason, including product or service availability, errors in pricing or description, or suspected fraud.

• Refunds. Except when required by law, paid Subscription fees are non-refundable.

3. CONTENT AND DATA ON OUR SERVICE

• Rely.io Content. Our Services may include or provide access to information, software, photos, videos, text, graphics, music, sounds, and other material or information provided by us or third parties (collectively, the “Rely.io Content”) that are protected by copyrights, patents, trademarks, trade secrets, or other intellectual property laws. You are not acquiring any rights in or to the Rely.io Content other than a non-exclusive right to access and use the Rely.io Content solely in accordance with these Terms and solely in connection with your use of our Services. You understand and agree that Rely.io’s rights in any Rely.io Content are valid and protected in all forms, media, and technologies existing now or developed in the future. You may not obscure or remove any proprietary rights notices contained in or on the Rely.io Content. 
• User Content License. Our Services includes features that allow you to upload, submit, download, store, or transmit data, information, including personal information such as your name, contact details, or other content through our Services (collectively, “User Content”). By submitting User Content to our Services, you grant Rely.io a transferable, nonexclusive, worldwide, perpetual, irrevocable, royalty-free right and license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sublicense through multiple tiers, dispose of, assign, create derivative works of, and compilations incorporating User Content for the purposes of providing our Services and carrying out other lawful business purposes. We reserve the right to remove User Content from our Services at any time and for any reason without notification to you. YOU AGREE THAT YOU WILL EVALUATE AND BEAR ALL RISK RELATED TO THE USE OF, OR ANY ACTIVITIES ASSOCIATED WITH, USER CONTENT THAT YOU POST OR PROVIDE THROUGH OUR SERVICES. THE RESULTS OF ANY ACTIONS YOU TAKE BASED ON USER CONTENT, Rely.io CONTENT AND MATERIALS, OR OTHER CONTENT YOU FIND ON OUR SERVICES ARE SOLELY YOUR RESPONSIBILITY. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE IN ANY WAY FOR USER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF ANY USER CONTENT PROCESSED THROUGH OUR SERVICES.
• User Content Restrictions. You may not upload, post, or transmit any User Content that: (1) violates or infringes the proprietary, privacy, publicity, or intellectual property rights of Rely.io or any third party; (2) is obscene, defamatory, threatening, harassing, abusive, libelous, hateful, or harmful to any other person or entity; (3) violates any applicable law, statute, ordinance, or regulation; (4) puts in jeopardy the security of your account, Rely.io or our Services; or (5) promotes or displays any of the following content: (a) pornography; (b) violence; (c) racial intolerance or advocacy against any individual, group, or organization; (d) profanity; or (e) illicit drugs and drug paraphernalia. We reserve the right, but have no obligation, to pre-screen, review, flag, filter, modify, refuse, and remove any and all User Content from the Services. 
• Feedback. You grant Rely.io an exclusive, transferable, sublicensable, worldwide, royalty-free, irrevocable license to use or incorporate into our Services any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you relating to the Services, including but not limited to the Site or software services.
• Links; Third Party Materials. Our Services may include links to other websites or resources on the Internet (collectively, “Third Party Links”). We do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such Third Party Links or for any privacy or other practices of the third parties operating those websites or providing such materials. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, in connection with, resulting from your use of or reliance on any such Third Party Links available on or through any such website or resource. We strongly encourage you to review any terms of use and privacy policies governing use of these third party websites.
• Ownership of Intellectual Property. Rely.io or its licensors exclusively own all right, title and interest in and to our Services, Rely.io Content, Rely.io Materials, and Feedback, including but not limited to, all ideas, inventions, inferences, discoveries, source and object software code, developments, derivative works, enhancements, upgrades, fixes and patches, formats and processes, and all images, trademarks, service marks, logos and icons displayed or related therein or thereto (collectively, “Rely.io IP”). Except as expressly provided herein, you have no right, license, or authorization with respect to any of the Rely.io IP. You shall not assert any claims to the contrary or otherwise do anything inconsistent with the allocation of ownership herein, including, but not limited to, challenging the validity of the authorizations or any intellectual property rights granted herein. In the event you are ever deemed to be the owner of any of the Rely.io IP, you shall immediately take all necessary steps to evidence, transfer, perfect, vest, or confirm Rely.io’s right, title and interest in the Rely.io IP. Except as expressly provided herein or in another agreement between you or your employer and Rely.io, Rely.io is not transferring or granting to you any right, title, or interest in or to (or granting you any license or other permissions in or to) any Rely.io IP. 
• Logo rights. The customer agrees that until either party terminates these Terms, the Company may use the customer’s name and/or logo on the Company’s websites and in its customer lists and marketing materials, provided that any such use complies with any usage parameters provided to the Company in writing, and is displayed in a manner substantially similar to Rely.io’s display of other customer names and logos.
• Data and Information. Users acknowledge and agree that Company may monitor their use of the Services and collect data and information related to their use, including but not limited to usage patterns, feature usage, and error reports. Company may use this data and information to improve the Services and may share it with third-party providers for this purpose. Beta program participants further acknowledge and agree that Company may delete any data or information associated with their account at any time and for any reason, including without limitation if Company discontinues a given Service..
• Data protection. Rely.io will process personal data in accordance with its Privacy Policy, available at rely.io/privacy.

4. ACCESS TO OUR SERVICE

• Access. To access the certain parts of the Services, you may need to establish an account (“Account”). To establish an Account, you may be asked to provide certain log in information (i.e. email and password). You may not use a name or email of another person with the intent to impersonate that person. You shall provide us with accurate, complete and updated account information. It is your sole responsibility to update your account information as necessary. You will protect the confidentiality of your password and account information and are responsible for maintaining the confidentiality of such. For more information about our collection of personal data about you in connection your use of our Services, please review our Privacy Policy.
• Unauthorized Use. You will not: (1) use another user’s credentials to obtain copies of or access the Platform; or (2) use your Account to download unauthorized copies of, or grant others access to, the Platform. You must immediately notify us if you learn of or have reason to suspect any unauthorized use of your information or any other breach of security. You also agree that you will provide truthful and accurate information to us. We may refuse to grant you access to our Services for any reason.
• Free Trial.  Company may, at its sole discretion, offer a free trial Subscription for a limited period of time ("Free Trial").
  If you sign up for the Free Trial, you may be required to provide your billing information. However, you will not be charged by Company until the Free Trial period has expired. If you have provided your billing details, on the last day of the Free Trial period, unless you have canceled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected. Otherwise, at the end of the Free Trial period, your account will be locked until you subscribe to one of the existing payment plans.
  Company reserves the right to modify the terms of the Free Trial offer or cancel it at any time and without notice.‍
• Fair Usage Policy (FUP). To provide a high-quality and reliable Services, Company has a Fair Use Policy (FUP) to prevent excessive use of our Services. We expect users to use our tool in a reasonable and responsible manner, and there are limits and restrictions that we require users to follow.
  By using this Services, you agree to choose a plan that is suitable for your profession and business size. If you have high usage, you should switch to the next higher plan or request a custom plan.
  Our AI engine restricts certain kinds of use cases, such as distributing unlimited account login details for monetary gain. We consider such activities illegal and identify them using our system. Multiple users in one login account are not permitted, and such behavior may result in a temporary adjustment of certain parameters, which could affect the quality of output.
  For any abnormally high usage or illegal activity, such as sharing login details, your account may be blocked or permanently deleted without notice. We do not accept any claims or refunds in such cases.‍
• Downtime and services suspensions. Adjustments, changes and updates of Rely.io that help to avoid or maintain dysfunctions of the Service may lead to temporary Service suspensions. Rely.io aims to limit downtime of the Service or restrictions of accessibility to less than seven hours a month (~99% availability), but is not liable for this.
  The customer is aware that the Service relies on a working internet infrastructure. Additional downtime of the Service can occur, if the website is not available and at any other time with restrictive access to the internet.

5. PROHIBITED USES
   You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

• In any way that violates any applicable national or international law or regulation.
• To exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
• To transmit or procure the sending of any advertising or promotional material, including any "junk mail", "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.
• In any way that infringes upon the rights of others or is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm or offend Company or users of the Services or expose them to liability.
• To generate sexual, religious, or political content, as our AI Services provider does not permit it.
• To disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to engage in real-time activities through the Services.
• To use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.

You also agree not to:

• Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
• Attack the Services via a denial-of-Services attack or a distributed denial-of-Services attack.
• Take any action that may damage or falsify Company's rating.
• Otherwise attempt to interfere with the proper working of the Services.

6. ANALYTICS
   We may use third-party Service Providers to monitor and analyze the use of our Service.

• Google Analytics. ​​Google Analytics is a web analytics Services offered by Google that enables the tracking and reporting of website traffic. Google uses the data collected to monitor and track the usage of our Services, and this data may be shared with other Google services. The data collected by Google may be used to personalize the ads of its advertising network.
  For more information on Google's privacy practices, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en
  ‍We also recommend that you review Google's policy for safeguarding your data: https://support.google.com/analytics/answer/6004245.‍
• Full Story.  Full Story is provided by FullStory, Inc.
  You may opt-out of Full Story’s analytics Services by visiting this page: https://www.fullstory.com/optout/
  ‍For more information about the information that Full Story collects, please refer to Full Story’'s Terms of Use page: https://www.fullstory.com/legal/terms-and-conditions-2023/

7. ACCOUNTS
   When you create an account with us, you guarantee that you are over the age of 18 and that the information you provide us is accurate, complete, and up-to-date. Inaccurate, incomplete, or outdated information may result in the immediate termination of your account on our Services.
   You are responsible for maintaining the confidentiality of your account and password, and you agree to restrict access to your computer and/or account. You agree to assume responsibility for any and all activities or actions that occur under your account and/or password, regardless of whether your password is for our Services or a third-party Services. You must inform us immediately if you become aware of any security breaches or unauthorized use of your account.
   You may not use another person or entity's name as your username or use a name or trademark that is not legally available for use, or a name or trademark that is subject to any other person or entity's rights, without proper authorization. You may not use a username that is offensive, vulgar, or obscene.
   We reserve the right to refuse Services, terminate accounts, remove or edit content, or cancel orders at our sole discretion.

8. KNOWLEDGE BASE
   Our Services may include features and integrations that allow users to input information or documents about their business or to fetch data from tools in your stack (collectively, the “Knowledge Base”) Please note that this is intended for non-confidential information only, and we recommend that you do not input any confidential or sensitive information into Rely.io.
   While we take reasonable measures to protect the information you input into the Knowledge Base, please be aware that no method of transmission over the internet, or method of electronic storage, is completely secure. Therefore, we cannot guarantee absolute security of the information you input into the Knowledge Base. By using our Services and inputting information into the Knowledge Base, you acknowledge and accept this risk.
9. CONSENT TO ELECTRONIC COMMUNICATIONS
   You consent to receiving electronic communications from Company via email or through the user-interface of the Services, which may include notices about applicable fees and charges, transactional information and other information concerning or related to your use of the Services. These electronic communications are part of your relationship with the Company and you receive them as part of your access and use of the Services. You agree that any notices, agreements, disclosures or other communications that Company sends you electronically will satisfy any legal communication requirements, including that such communications be in writing, to the extent permitted by applicable law.

10. REPRESENTATIONS
‍You hereby represent and warrant that: (1) you are at least the age of 13; (2) you have the power and authority to enter into and perform your obligations under these Terms; (3) all information provided by you to us is truthful, accurate and complete; (4) you will comply with these Terms and any other agreement to which you are subject that is related to your use of our Services, your Feedback, or any part thereof; (5) if applicable, you have provided and will maintain accurate and complete information with us, including, without limitation, your legal name, email address, and any other information we may reasonably require; (6) your access to and use of our Services or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (7) you will immediately notify us in the event that you learn or suspect that the contact information you provided to us has been disclosed or otherwise made known to any other person; (8) you will not use our Services in order to gain competitive intelligence about us, our Services, or any product or service offered via our Services or to otherwise compete with us; and (9) your User Content, or any other information uploaded by you, does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party.

11. DISCLAIMERS OF WARRANTY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT. 

WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT OUR SERVICES (INCLUDING THE Rely.io CONTENT AND MATERIALS) WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT USING Rely.io WILL RESULT IN EMPLOYMENT, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION OR CONTENT FOUND ON OUR SERVICES WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF OUR SERVICES WILL BE CORRECTED, THAT OUR SERVICES AND ANY CONTENT OR INFORMATION FOUND ON OUR SERVICES WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, CONTENT, OR OTHER MATERIALS OBTAINED THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS. Rely.io WILL HAVE NO LIABILITY TO YOU REGARDING ANY LOSS OF DATA.  

ANY CONTENT OR OTHER MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH OUR SERVICES OR ANY PRODUCT WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. INDEMNITY; LIMITATION OF LIABILITY

1. Indemnity. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS Rely.io, OUR AFFILIATES, AND ALL OF THEIR OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, DEMANDS, OR EXPENSES, INCLUDING ATTORNEY’S FEES AND COSTS AND EXPENSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (A) YOUR USE OF OUR SERVICES, (B) YOUR VIOLATION OF THESE TERMS, (C) ANY USER CONTENT YOU PROVIDE THROUGH OUR SERVICES, (D) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY, AND (E) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT. 
2. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL RELEASED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY WITH RESPECT TO ITS OBLIGATIONS UNDER THESE TERMS OR OTHERWISE FOR LOST PROFITS, LOSS OF DATA, WORK STOPPAGE, PERSONAL INJURY, DEATH, OR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH OUR SERVICES, OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING OUR SERVICES. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS FOR THE USE OF ANY OR ALL PARTS OF OUR SERVICES IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00 USD).
3. For California Residents. IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST RELEASED PARTIES.

13. DISPUTE RESOLUTION AND GOVERNING LAW, JURISDICTION AND COSTS

• Governing Law. These Terms will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Delaware without reference to its conflicts or choice of law principles. Any arbitration or court proceeding will take place in Delaware and you hereby consent to the exclusive jurisdiction and venue of the state or federal courts in New Castle County, Delaware. You irrevocably submit and consent to the personal jurisdiction of such courts. 
• Dispute Resolution. If a dispute between you and Rely.io arises out your use of or access to our Services, these Terms or the breach, termination, enforcement, interpretation, or validity of these Terms, you and Rely.io agree to resolve the dispute through arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”) both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided herein, you and Rely.io may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
• Waiver of Rights. You hereby agree that you understand the consequences of agreeing to binding arbitration under this Section, including giving up any rights to have a dispute determined by a court of law or by a jury. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS OR THROUGH PARTICIPATION IN A CLASS ACTION OR REPRESENTATIVE ACTION. CLAIMS OR DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. 

14. MISCELLANEOUS 

• Term. These Terms remain in effect until the earlier of (1) the date which you or we terminate your use of the Services or your account, if applicable; or (2) the date we cease provision of the Services. We may terminate or suspend your access to the Services (and/or any feature thereof) or your Account at any time, for any reason, without warning, and in our sole discretion, which may result in the forfeiture and destruction of all information associated with your Account (if applicable). You may terminate your use of the Services at any time by following the instructions provided on the Services. Upon termination of your use, access or account, whether by us or you, your right to access and use the Services and any Rely.io Content will immediately cease.
• Independent Contractors. You understand and expressly agree that you and Rely.io are independent contractors and not agents or employees of the other party. Neither you nor Rely.io has any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party. 
• Privacy. We collect, store, and use data collected from you in accordance with our Privacy Policy. The terms and conditions of our Privacy Policy are hereby expressly incorporated.
• Waiver; Severability. Our failure to enforce any provision herein will not be deemed to be a waiver of our right to enforce them. If any term or provision herein is held to be invalid, illegal, or unenforceable, the remaining terms and provisions herein will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of these Terms. 
• Survival. The provisions herein that by their content are intended to survive the expiration or termination of these Terms, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and interpretation, will survive the expiration or termination of these Terms. 
• Contact Us. If you have questions, email help@rely.io.