TERMS OF USE

Last updated September 30, 2023

These “Terms of Use” (“Terms”) explain the contractual relationship between you and RYLTY, Inc. (“RYLTY”, “us,” our” or “we”), regarding your use of, and access to, our Website located at https://rylty.io (“Website”) and the features and functionality thereof (the “Service”). These Terms, which include our Privacy Policy (https://rylty.io/privacy-policy/), govern your access to and use of the Website, Service and RYLTY Content (as defined below), and constitute a binding legal agreement between you and RYLTY.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE WEBSITE OR SERVICE, OR BY DOWNLOADING OR PROVIDING ANY INFORMATION, DATA OR CONTENT FROM OR THROUGH THE WEBSITE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS, VIEW OR USE THIS SITE OR ANY INFORMATION CONTAINED HEREIN.

1. Service

The Website and Service enable persons (“Users”) to access information about our company and its services.

The Website is intended for informational purposes only. All information provided and opinions expressed are subject to change without notice. Any discussion of securities or other alternative investments should not be construed as a recommendation or an offer or solicitation to buy or sell any interest in any such securities or investments.

You should not construe any information or content published on the Website as business, financial, investment, legal, regulatory, tax or accounting advice and you should not make the Website (or any portions thereof) the primary basis for any financial or business decisions. In providing the Website and the Service and entering into any transactions as the described on the Website, RYLTY is acting solely in the capacity of an arm’s length contractual counterparty and not as a financial advisor or a fiduciary. Under no circumstances should RYLTY be considered your advisor or fiduciary and, if you require advice with respect to the Service or Website or any contemplated transactions, you should consult your own business, financial, accounting or legal advisors. To the maximum extent allowed by law, you agree not to hold the RYLTY liable for any possible claim for damages arising from any decision you make based on information made available to you through the Website.

In connection with your use of and/or access to the Website, RYLTY from time to time may provide you with usernames, passwords and/or other unique identifiers (collectively, “User Codes”), or you may be asked to create your own username or password, which shall also be a User Code as defined herein. You are responsible for the security and confidentiality of the User Codes and agree not to disclose them to any third party, including, any other employee in your company or organization. You are responsible for any and all information provided, and any and all acts and/or omissions that occur, while User Codes are being used, in each case, whether by you or a third party. RYLTY Parties (as defined herein) are not responsible for any breach of security caused by your failure to maintain the confidentiality and security of any of the User Codes. You agree to notify RYLTY immediately in the event of loss, theft or disclosure of any or all of the User Codes or if you believe the confidentiality or security of any or all of the User Codes has been compromised in any way. You are limited to one User Code. Duplicate User Codes may be revoked. RYLTY reserves the right to revoke or modify the User Codes at any time.

2. License

• Grant. Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable license to access and use the Website and Service on a computer, tablet device or mobile phone that you own or lawfully control for your personal use. The licenses granted by RYLTY to you shall automatically terminate if you do not comply with these Terms. With respect to Third-Party Content (as defined below), access and use of such content shall be governed by the third party’s terms and policies applicable to such Third-Party Content.

• Ownership. All materials contained on, in, or available through the Website and Service, including all information, data, text, sound, video, images, photographs, graphics, the selection and arrangement thereof, and all source code, software compilations, and other materials (“RYLTY Content”) are protected by copyright, trademark, patent and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms. All copyrights, trademarks, service marks, trade dress, patent and other intellectual property rights, and all derivative works thereof associated with the RYLTY Content, whether registered or not, are our sole property or the property of third parties. The RYLTY Content may also be protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws. We do not convey, through allowing access to the Website or Service, any ownership rights in the RYLTY Content. These Terms will govern any upgrades provided by us that replace and/or supplement the original Website or Service, unless such upgrade is accompanied by separate terms in which case such updated Terms will govern.

• Limitations. You may not create, develop, license, install, use, or deploy any third-party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations, security features, or user/credential authorization systems in the Website or Service. You may not copy (except as expressly permitted by these Terms) or publish the Website or RYLTY Content for others to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify, or create derivative works of the Website or Service, or any updates, or part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Website, if any). Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages. You may not use the Website or Service in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.

3. Eligibility

You represent and warrant that:

i.  you are at least eighteen (18) years old;
ii.  you have the right, capacity and authority to form legally binding contract and agree be bound by these Terms; you will at all times abide by all these Terms;
iii.  if you are accessing the Website on behalf of the company or organization, you are duly authorized by all necessary action and have all consents, rights and authority to bind that company or organization to these Terms, and you agree to these Terms on that company’s or organization’s behalf;
iv.  you will not reverse engineer, de-compile or reverse compile any of our technology, including any software, functions, features, modules or Java applets associated with any of the Website and/or the RYLTY Content;
v.  unless we expressly authorize you to do so in writing, you will not use, reproduce, duplicate, copy, sell, resell, distribute, publish or exploit for any commercial purposes any portion of any of the Website and/or the RYLTY Content;
vi.  you will access and use the Website in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries) and in accordance with these Terms of Use; and
vii.  you have all consents, rights and authority to provide and submit any and all information and content provided and submitted by you using the User Codes, the Website and/or the RYLTY Content and all such information and content: (1) is true, accurate, current and complete and we may rely on such information and content; (2) is not libelous, defamatory, indecent, obscene, harassing, hateful or violent; (3) is not meant to harm any RYLTY Parties or any third party; (4) does not constitute or include viruses or other harmful codes; (5) as well as its anticipated uses, does not violate, infringe or misappropriate any copyright, patent, trademark or other proprietary rights, or right of publicity or privacy of any RYLTY Parties or any third party; and (6) does not violate these Terms of Use, or any applicable law, rule or regulation (whether of the United States or other countries).

You acknowledge that your submission of any information or content to us is at your own risk. None of the RYLTY Parties will assume any liability to you with regard to any loss or liability relating to such information in any way.

4. Notice to Non-U.S. Persons

The Website and Service are controlled and operated by RYLTY, alone or jointly with our service providers, from the United States. The Website is published and Service is offered in the United States for residents of the United States. The Website and Service as well as any information provided on the Website or in any communication containing a link to this the Website are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject RYLTY or its affiliates to any registration requirement within such jurisdiction or country. The Website and Service are not intended for use by, or to provide information to, persons outside the United States and such persons should not rely on the information contained on the Website. The Website and the Service are not intended to subject RYLTY or its affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. RYLTY does not represent or warrant that the Website or Service or any part thereof are appropriate or available for use in any jurisdiction other than the United States.

5. Access

There is no charge to access and browse the Website. However, charges for Internet or telecommunication use may apply at rates that are determined by the providers of such services. In order to access and browse the Service, you are required to have a compatible computer, tablet device or mobile telephone, internet access, mobile network access, and, for tablet or mobile devices, a compatible version of Android or iOS operating system. The software for the Website may be upgraded from time to time to add support for new functions and services.

Third Party Service Providers: You may in connection with your use or access of the Website be directed to a webpage that includes functions provided using software managed by one or more of our service providers, email delivery services, payment processing providers and others. The software and services provided by such providers are governed by their own terms of use and privacy practices. We encourage you to review these carefully before registering for the Services.

System Requirements. Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.

6. Rules, Regulations & User Conduct

In connection with your use of the Website and/or Service, you will not: (i) transmit or communicate any data or information that is unlawful, harmful, false, misleading, threatening, abusive, harassing, stalking, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) upload or input to the Service any information which contains software viruses, or any computer code, files or programs designed to interrupt, destroy or limit the functionality of the Service, any computer software or hardware or telecommunications equipment; (iii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (iv) use the Service for any unlawful or unsafe purposes; (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted to other Users; (vi) violate any applicable local, state, federal or international law and any regulations requirements, procedures or policies; (vii) use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Service; (viii) transmit, access or communicate any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (ix) monitor traffic on the Service, obtain or accumulate personal information about other Users, or collect or store personal data about other Users; (x) modify, delete or damage any information contained on the mobile device or personal computer of any other Users; (xi) infringe on the rights of any third party, including but not limited to trademark, copyright or the rights of publicity; (xii) use the Service in any manner that in our sole judgment, adversely affects the performance or function of the Service or interferes with the ability of other Users to access or utilize the Service; or (xiii) undertake any acts not expressly permitted under the Terms. You warrant and represent that you undertake to use the Service only for purposes that are in strict compliance with (a) the Terms and the license granted hereunder, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions and you shall take no actions which would cause us to be in violation of any applicable law, ruling or regulation.

Your Content. You agree that you are solely responsible for the content (“User Content”) sent or transmitted by you or displayed or uploaded by you in using the Services and for compliance with all laws pertaining to the User Content, including, but not limited to, laws requiring You to obtain the consent of a third party to use the User Content and to provide appropriate notices of third party rights. You represent and warrant that you have the right to upload the content to RYLTY and that such use does not violate or infringe on any rights of any third party. Under no circumstances will RYLTY be liable in any way for any (a) User Content that is transmitted or viewed while using the Services, (b) errors or omissions in the User Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to User Content. Although RYLTY is not responsible for any User Content, RYLTY may delete any User Content, at any time without notice to you, if RYLTY becomes aware that it violates any provision of these Terms, or any law. You retain copyright and any other rights you already hold in content which You submit, post or display on or through, the Services.

Use Of Social Media Tags. When you use social media tags (such as on Linkedin, Instagram, Facebook, TikTok or Twitter/X) that identify or are associated with RYLTY, including without limitation @useRYLTY, # useRYLTY, or any other similar social media tag in any way related to Us, you agree to provide Us with an unrestricted, irrevocable, non-exclusive, royalty-free, perpetual, fully paid-up, transferable, worldwide license to reproduce and use the uploaded content, including image(s), in Our (or our sublicensees’) marketing materials and through all social media channels.

Prohibitions. You also agree not to:

• Display, send, receive, or store obscene or inappropriate content.
• Threaten, harass, stalk, defame, or defraud any person or entity.
• Violate copyright, trademark, or other intellectual property laws.
• Advertise, promote, endorse, or market, directly or indirectly, any third party commercial products, services, solutions, or other technologies.
• Attempt to collect, store, or publish personally identifiable information (a) without the owner’s knowledge and consent or (b) of a minor under the age of thirteen (13) in any circumstance.
• Distribute unwanted, unsolicited, or harassing mass email or other messages, promotions, advertising, or solicitations (“spam”).
• Send deceptive or false source-identifying information, including “spoofing” or “phishing.”
• Access or use any application, system, service, tool, data, account, network, or content without authorization or for unintended purposes.
• Disable, disrupt, circumvent, interfere with, or otherwise violate the security of the Site.
• Attack, abuse, interfere with, intercept, disrupt, or exploit any users, systems, or services, regardless of how accomplished and notwithstanding anything to the contrary in these Terms, including but not limited to Denial of Service (DoS), monitoring, crawling, spamming, using bots or scripts, or distributing malware (such as viruses, Trojan horses, worms, spyware, or adware).
• Engage in or promote any illegal or criminal activity such as child pornography, gambling, or piracy.
• Authorize, permit, enable, induce, or encourage any third party to do any of the above.

If you violate these Terms, your access to the Website and/or Service may be terminated immediately and without notice.

7. Suspension

We reserve the right to suspend or cease providing the Website and/or Service, with or without notice, at RYLTY’s sole discretion at any time and for any reasons, and we shall have no liability or responsibility to you if we do so.

8. Third Party Content

The Website and Service may contain links to other Websites, or content including graphics, information, text, video or photos, that are owned or operated by third parties and may be of interest to our Users (collectively, “Third Party Content”). RYLTY does not investigate or monitor Third Party Content, and therefore is not responsible or liable for the same. When you use a link to go from our Website to a third-party Website, these Terms and our Privacy Policy are no longer in effect. We encourage users to read and consider the policies of these other Websites and apps before using them.

9. Disclaimer of Warranties

RYLTY MAKES NO WARRANTY (EXPRESS OR IMPLIED), GUARANTEE OR REPRESENTATION THAT ANY INFORMATION CONTAINED ON THE WEBSITE IS ACCURATE, COMPLETE OR UPDATED. RYLTY DOES NOT ASSUME ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF ANY INFORMATION CONTAINED IN THIS SITE. THE WEBSITE AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, WE SPECIFICALLY DISCLAIM, FOR THE AVOIDANCE OF DOUBT (ON OUR BEHALF, OUR SUBSIDIARIES, SERVICE PROVIDERS, AND/OR OUR AFFILIATES) ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES: (i) CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, SECURITY, TIMELINESS, QUALITY, USEFULNESS, INTEROPERABILITY OR CONTENT OF THE WEBSITE OR SERVICE; (ii) OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE WEBSITE OR SERVICE; AND (iii) REGARDING THE PROVISION OF THE SERVICE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE WEBSITE OR SERVICE, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. WE DO NOT WARRANT OR GUARANTEE THAT THE WEBSITE(S) OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS IN THE WEBSITE OR SERVICE WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE WEBSITE AND SERVICE.

10. Limitation of Liability

IN NO EVENT WILL RYLTY OR ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS (COLLECTIVELY, “RYLTY PARTIES”), BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF INFORMATION, LOSS OF PROFITS AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE WEBSITE OR SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY OTHER SOFTWARE OR OTHER CONTENT INCLUDED AS PART OF THE WEBSITE OR SERVICE. GIVEN THAT SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY (INCLUDING OUR OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL RYLTY’S AGGREGATE LIABILITY (INCLUDING OUR OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) WITH RESPECT TO THE USE OF THE WEBSITE(S) OR SERVICE EXCEED THE AMOUNT OF $25.00 U.S. DOLLARS.

11. Indemnification

By using the Website or Service, you agree to defend, indemnify and hold RYLTY and the RYLTY Parties harmless from any and all claims, actions, proceedings, obligations, damages liabilities, costs and expenses, including reasonable attorneys’ fees and other professional fees and costs, arising in any way from your use of the Website or Service or the creation, placement or transmission of any message, content, data, information, software or other materials through the Website or Service by you or related to any violation of these Terms by you (collectively, “Indemnified Matters”). RYLTY shall control the defense of any Indemnified Matters through counsel of its choice.

12. Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of Vermont, without regard to its conflict of law provisions. You consent to the exclusive jurisdiction and venue of the federal and state courts located in the State of Vermont, Lamoille County for any action arising out of or relating to these Terms or your use of the Website or the Service.

13. Entire Agreement

These Terms and the Privacy Policy constitute the entire agreement between you and us with respect to the use of the Website and Service, and supersede all discussions, communications, conversations, and agreements concerning the subject matter hereof.

14. Copyright Infringement

We respect the intellectual property rights of others and require that people who use the Website and Service do the same. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please see our DMCA Policy: https://rylty.io/dmca-policy/.

15. Assignment

You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms. We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.

16. Amendment to Terms

RYLTY may update or amend these Terms from time to time. Amendments shall be effective upon posting on the Website. You are responsible for regularly reviewing these Terms. Your continued access and use of the Website and Service following such posting constitutes your consent to be bound by any amended Terms.

17. General

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is inoperative or unenforceable for any reason, such provision shall be enforced to the maximum extent permitted by law and the invalidity of such provision shall not affect the enforceability and validity of remaining provisions of the Terms. No independent contractor, partnership, joint venture or employer-employee relationship is intended or created. No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via (i) email to compliance@rylty.io, or (ii) by writing to us at Attn: Chief Compliance Officer, RYLTY Inc., 826 Trombley Road Hyde Park, VT 05655.

If you have any questions regarding these Terms or the Website or Service, please contact us at contact@rylty.io.