Agent – Terms of Use

 

Rayse Platform Terms of Use (Agents)

Effective Date: February 16, 2026

These Terms of Use (“Terms”) are a legal contract between you (“you”) and Rayse, Inc. (“Rayse”, “us”, “our” or “we”) and govern your use of all the text, data, information, video, graphics, photographs and other materials (collectively referred to as “Materials”) that we may make available to you through any area of the Rayse hosted service, any services we may provide through the Rayse hosted service (“Services”), and any software that we provide for installation and use on a mobile device that permits you to access and use the Materials and Services (each, a “Mobile Application” and collectively with the Materials, Services, and Rayse hosted service, the “Platform”).

READ THESE TERMS CAREFULLY BEFORE ACCESSING AND USING ANY PART OF THE PLATFORM. USING ANY PART OF THE PLATFORM INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS. YOU CANNOT USE THE PLATFORM OR OUR SERVICES IF YOU DO NOT ACCEPT THESE TERMS.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH RAYSE. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

CHANGES.

We may alter the Materials and Services we offer you and/or may choose to modify, suspend or discontinue any part or all of the Platform at any time and without notifying you. We may also change, update, add or remove provisions of these Terms from time to time. We will use commercially reasonable efforts to inform you of any modifications to these Terms by posting them on the Platform.

If you object to any such modifications, your sole recourse shall be to cease using the Platform. Continued use of any part of the Platform following notice of any such modifications indicates you acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of the Platform or on the sites of our partners. Such expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.

GENERAL USE.

By using the Platform, you agree that you are at least 18 years of age, or if you are under 18 years of age (a “Minor”), that you are using the Platform with the consent of your parent or legal guardian and you have received your parent’s or legal guardian’s permission to use the Platform and agree to these Terms. If you are a parent or legal guardian of a Minor, you agree to bind the Minor to these Terms and to fully indemnify and hold us harmless if the Minor breaches any of these Terms.

In these Terms we are granting you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials; your right to use the Materials is conditioned on your compliance with these Terms. Except as otherwise set forth in these Terms, you have no other rights in the Platform or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Platform or any of the Materials in any manner. If you make copies of any of the Materials then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on the Platform.

Unfortunately, if you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).

USING THE PLATFORM.

In order to access certain password-restricted areas of the Platform and to use certain Services, you must have successfully activated an account with us. For so long as you use the account, you agree to provide true, accurate, current, and complete information which can be accomplished by logging into your account and making relevant changes directly.

It is your responsibility to obtain and maintain all equipment and services needed for you to access and use the Platform as well as paying related charges. It is also your responsibility to maintain the confidentiality of your password. Should you believe your password or security for the Platform has been breached in any way, you must immediately notify us and change your password.

If you are using a “beta” or other pre-release version of the Platform (“Beta Release”), you acknowledge and agree that the Beta Release is for testing purposes only and may contain, in Rayse’s sole discretion, more or fewer features or different licensing terms than a subsequent commercial release version of the Platform. While Rayse generally intends to distribute commercial release versions of the Platform, Rayse reserves the right not to release later commercial release versions of any Beta Release. Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by Rayse to be suitable for commercial use, and that it may contain errors affecting its proper operation. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT THE BETA RELEASE MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS AND IT MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT YOUR USE OF THE PLATFORM IN GENERAL AND ANY SERVICES THAT MAY BE OFFERED THROUGH THE SITE. RAYSE SPECIFICALLY DISCLAIMS ALL DAMAGES RESULTING FROM YOUR USE OF ANY BETA RELEASE.

MOBILE APPLICATIONS.

We distribute Mobile Applications that permit users to access and use certain of the Services and Materials via mobile devices. To use a Mobile Application, you must have a mobile device that is compatible with it. We do not warrant that any of the Mobile Applications will be compatible with your mobile device. We hereby grant you a limited, non-exclusive, non-transferable, revocable license to download and use object code copies of the Mobile Application for one registered account on mobile devices owned or leased by you, solely for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that we may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and we and our third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Applications.

The following additional terms and conditions apply with respect to any Mobile Application that we provide to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):

•        You acknowledge that these Terms are between you and Rayse only, and not with Apple, Inc. (“Apple”).

•        Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service.

•        Rayse, and not Apple, is solely responsible for the iOS App and the Services and content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App.

•        You agree that Rayse, and not Apple, is responsible for addressing any claims by you or any third-party relating to the iOS App or your possession and/or use of the iOS App.

•        You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

•        You agree to comply with all applicable third-party terms of agreement when using the iOS App.

•        You agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as it relates to your license of the iOS App.

The following additional terms and conditions apply with respect to any Mobile Application that we provide to you designed for use on an Android-powered mobile device (an “Android App”):

•        You acknowledge that these Terms are between you and Rayse only, and not with Google, Inc. (“Google”).

•        Your use of the Android App must comply with Google’s then-current Android Market Terms of Service.

•        Google is only a provider of the Android Market where you obtained the Android App. Rayse, and not Google, is solely responsible for the Android App and the Services and content available thereon. Google has no obligation or liability to you with respect to the Android App or these Terms.

•        You acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to the Android App.

ELECTRONIC COMMUNICATIONS.

By using the Platform (or any part thereof), you consent to being called by us and to receiving electronic communications from us (including, if you have opted in, via phone or text message) and from other users of the Services. These electronic communications may include notices concerning or related to the Platform. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. Standard carrier data charges may apply to the use of text messaging and you are solely responsible for such charges. If you have opted in to receiving telemarketing or advertising communications via phone or text message, you understand that calls and/or text messages made or sent for advertising purposes may be generated using prerecorded messages or artificial voice, and calls and messages may be delivered using an auto telephone dialing system or an automatic texting system. You further understand that your consent is not required as a condition of doing business with us.

PRIVACY POLICY.

We respect the information that you provide to us and want to be sure you fully understand exactly how we use that information. Please review our Agent and Service Provider Privacy Policy at https://rayse.com/privacy-agent for important information regarding how we collect and use personal information in connection with the Platform.

THIRD PARTY SERVICES.

Rayse may use the services of one or more third parties to deliver all or part of the Platform. In particular, the Mobile Applications include and make use of certain geolocation functionality and services provided by third parties that allow Rayse to provide maps, geocoding, places and other content. Therefore, if you are a user of a Mobile Application, the Platform will track your location while you are using that Mobile Application, including but not limited to your distance traveled and time spent at locations. If you disable tracking features or are not connected to a mobile network, the functionality of the Mobile Applications will be impaired and you will not realize the full capabilities of the Platform. The location of users of the Rayse hosted service without using the Mobile Application is not tracked limiting the functionality of the system. The Platform also uses Google APIs when you use your Google account to sign in, and such use adheres to the Google API Services User Data Policy, including the Limited Use requirements. Other third party services, including G-Suite, O365 and others, may be utilized if authorized by the brokerage with which you work. Real estate brokerages may opt in to integrations with other brokerage softwares. These integrations may be done at the brokerage level or agent level. Integrations performed at the brokerage level may be unable to be opted out by individual agents. Rayse will pass through any warranties to the extent that Rayse receives any from its then current third-party service provider that it can provide to you. You agree to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to you from time to time.

LINKS TO THIRD-PARTY SITES.

We think links are convenient, and we sometimes provide links on the Platform to third-party websites. If you use these links, you will leave our Platform. We are not obligated to review any third-party websites that you link to from the Platform, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Therefore, unless specifically stated on the Platform, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from the Platform, you do so entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites.

AI-POWERED FEATURES.

The Platform includes AI-powered features, including the Rayse Assistant (“RAE”), designed to assist you with logging and organizing work activities within the Platform (“AI Features”). By using the AI Features, you agree to the following terms:

Nature of AI-Generated Content

The AI Features use artificial intelligence models to generate responses and propose actions based on your inputs. You acknowledge and agree that:

•        AI-generated responses and proposed actions are provided for convenience and workflow assistance only. They do not constitute professional advice, including legal, financial, medical, real estate, or any other professional advice.

•        AI-generated content may not always be accurate, complete, current, or reliable. You are responsible for reviewing and verifying all proposed actions before confirming them.

•        The AI Features are not a substitute for your professional judgment as a licensed real estate professional.

•        We do not guarantee that the AI Features will meet your specific requirements, expectations, or intended results.

Acceptable Use of AI Features

When using the AI Features, you agree that you will not:

•        Submit content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.

•        Attempt to manipulate, exploit, or misuse the AI Features, including attempting to bypass safety measures or generate harmful, misleading, or malicious content.

•        Use the AI Features to infringe upon the intellectual property rights, privacy rights, or other rights of any third party.

•        Submit sensitive personal information unrelated to your real estate work, such as Social Security numbers, passwords, or personal health information.

•        Use the AI Features for any illegal purpose or in violation of any applicable laws or regulations.

•        Attempt to reverse engineer, extract, or derive the underlying models, algorithms, or training data used in the AI Features.

•        Use the AI Features to generate spam, phishing content, or other unsolicited communications.

Your Inputs and AI Outputs

•        You retain ownership of the original content you submit to the AI Features, subject to the license granted to us in these Terms.

•        By submitting inputs to the AI Features, you grant Rayse a non-exclusive, worldwide, royalty-free license to use, process, store, and analyze such inputs for the purposes of providing and improving the AI Features and the Platform.

•        AI-generated outputs are provided to you for your use in connection with the Platform.

•        We reserve the right to review, monitor, and retain your interactions with the AI Features for purposes including quality assurance, service improvement, compliance, security, and abuse prevention.

•        You are solely responsible for reviewing all proposed actions and for any decisions or actions you take based on AI-generated content.

Data Handling

•        Your interactions with the AI Features are processed within our secure cloud infrastructure hosted by Amazon Web Services (AWS), using AI models accessed through AWS Bedrock.

•        Your inputs and the AI-generated outputs are not shared with, transmitted to, or accessed by third-party AI model providers for any purpose, including training their models.

•        We do not sell your AI Features interaction data to third parties.

•        For more information about how we handle data related to the AI Features, please review our Agent and Service Provider Privacy Policy at https://rayse.com/privacy-agent.

Limitations and Availability

•        The AI Features are provided “as is” and we make no warranties regarding their availability, accuracy, reliability, or fitness for any particular purpose.

•        We reserve the right to modify, suspend, limit, or discontinue the AI Features at any time, with or without notice, and without liability to you.

•        We may impose limits on your use of the AI Features, including rate limits, usage caps, or other restrictions.

•        The AI Features may not be available in all geographic areas or on all devices.

AI Features Disclaimer

WITHOUT LIMITING THE GENERALITY OF THE “DISCLAIMER OF WARRANTIES” SECTION BELOW, YOU ACKNOWLEDGE AND AGREE THAT: (A) THE AI FEATURES MAY PRODUCE INACCURATE, INCOMPLETE, OR INAPPROPRIATE RESPONSES; (B) YOU USE THE AI FEATURES AT YOUR OWN RISK; (C) RAYSE SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR HARM ARISING FROM YOUR USE OF OR RELIANCE ON THE AI FEATURES OR ANY AI-GENERATED CONTENT; (D) YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ANY AI-GENERATED CONTENT AND FOR ANY DECISIONS OR ACTIONS YOU TAKE BASED ON SUCH CONTENT; AND (E) THE AI FEATURES ARE NOT DESIGNED OR INTENDED TO PROVIDE PROFESSIONAL, LEGAL, FINANCIAL, MEDICAL, REAL ESTATE, OR OTHER SPECIALIZED ADVICE.

SUBMISSIONS.

Certain areas of the Platform may permit you to upload or submit information, images, video, data, text, messages, or other materials (each, a “User Submission”). You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Further, we do not guarantee that you will be able to edit or delete any User Submission you have submitted.

By submitting any User Submission, you are promising us that:

•        You own all rights in your User Submission or you have acquired all necessary rights to enable you to grant to us the rights described in these Terms.

•        You have paid and will pay in full all license fees, clearance fees, and other financial obligations arising from any use of your User Submission.

•        Your User Submission does not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party.

•        You voluntarily agree to waive all “moral rights” that you may have in your User Submission.

•        Any information contained in your User Submission is not known by you to be false, inaccurate, or misleading.

•        Your User Submission does not violate any law.

•        Your User Submission is not defamatory, libelous, hateful, or otherwise objectionable.

•        You were not and will not be compensated by any third party for submitting your User Submission except through methods specifically created by Rayse.

•        Your User Submission does not contain any viruses, worms, spyware, or other potentially damaging programs or files.

•        Your User Submission does not contain any information that you consider confidential, proprietary, or personal.

•        Your User Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation.

By submitting a User Submission, you grant to us an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions in any format or medium now known or later developed, for purposes of providing the Platform; and to use (and permit others to use) your User Submission in any manner for purposes of providing the Platform.

Notwithstanding the foregoing, Rayse’s policy is to not share specific, identifiable client contact information with anyone other than the agent who has provided such information and those directly facilitating the applicable real estate transaction as approved by the agent or client.

We may, but are not obligated to, pre-screen User Submissions or monitor any area of the Platform through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through the Platform and may remove at any time or refuse any User Submissions for any reason. We are not responsible for any loss, theft, or damage of any kind to any User Submissions.

UNAUTHORIZED ACTIVITIES.

To be clear, we authorize your use of the Platform only for individual, consumer purposes (“Permitted Purposes”). Any other use of the Platform beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of the Platform. This is because as between you and Rayse, all rights in the Platform remain our property.

Unauthorized use of the Platform may result in violation of various United States and international copyright laws. Unless you have written permission from us stating otherwise, you are not authorized to use the Platform in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):

•        For any public or commercial purpose which includes use of the Materials on another site or through a networked computer environment.

•        In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the Platform.

•        In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law.

•        To stalk, harass, or harm another individual.

•        To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity.

•        To interfere with or disrupt the Platform or servers or networks connected to the Platform.

•        To use any data mining, robots, or similar data gathering or extraction methods in connection with the Platform.

•        To attempt to gain unauthorized access to any portion of the Platform or any other accounts, computer systems, or networks connected to the Platform, whether through hacking, password mining, or any other means.

•        To manipulate, exploit, or misuse the AI Features, including attempting to bypass safety measures, extract training data, or generate harmful content.

You agree to indemnify and hold Rayse and its officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform (including the AI Features), your violation of these Terms or your violation of any rights of another. You alone are responsible for any violation of these Terms by you or by anyone using your account. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.

PROPRIETARY RIGHTS.

The trademarks, service marks, and logos of Rayse and our affiliates (“Our Trademarks”) used and displayed on various parts of the Platform are registered and unregistered trademarks or service marks of Rayse. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Our Trademarks, the “Trademarks”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Our Trademarks inures to our benefit.

Unless otherwise specified in these Terms, all Materials, including the arrangement of them on the Platform are our sole property, or the property of our suppliers and licensors. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

INTELLECTUAL PROPERTY INFRINGEMENT.

We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing User Submissions and other materials that violate intellectual property rights of others, suspending access to the Platform to any user who uses the Platform in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the Platform in violation of someone’s intellectual property rights.

Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement. If you believe your copyright or other intellectual property right is being infringed by a user of the Platform, please provide written notice to our agent: Robert Jericho, robert@rayse.com.

YOUR RELATIONSHIP WITH US; DISPUTES AMONG USERS.

We are not a party to any service contract

You hereby acknowledge and agree that we are NOT a party to any oral or written agreement for product or services or any other contract entered into between users of the Platform and third parties in connection with any Services we offer, including but not limited to contracts entered into between you and any real estate agent, brokerage or client.

No agency or partnership

No agency, partnership, joint venture, or employment is created as a result of these Terms or your use of any part of the Platform. You do not have any authority whatsoever to bind us in any respect. Neither we nor you may direct or control the day-to-day activities of the other or create or assume any obligation on behalf of the other.

Disputes between users and between users and third parties

Your interactions with individuals and/or organizations on or through the Platform, the provision of products or performance of any services by such parties, and any terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such individual or organization. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party.

IF THERE IS A DISPUTE BETWEEN USERS OF THE PLATFORM, OR BETWEEN ANY USER OF THE PLATFORM AND ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT WE ARE UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU AND ANY THIRD PARTY, YOU HEREBY RELEASE US, OUR OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542.

DISCLAIMER OF WARRANTIES.

THE PLATFORM, MATERIALS, SERVICES, AND AI FEATURES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”, AND THE ENTIRE RISK AS TO THEIR USE IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE PLATFORM, MATERIALS, SERVICES, AND AI FEATURES, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE PLATFORM, MATERIALS, SERVICES, AND/OR AI FEATURES WILL MEET YOUR REQUIREMENTS, THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, MATERIALS, SERVICES, AND/OR AI FEATURES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OR SERVICES OBTAINED THROUGH THE USE OF THE PLATFORM, AND ARE NOT RESPONSIBLE FOR THE PRODUCTS, SERVICES, ACTIONS, OR FAILURE TO ACT OF ANY THIRD PARTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE PLATFORM, AI FEATURES, OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.

LIMITATION OF LIABILITY.

YOU ARE USING THE PLATFORM, MATERIALS, PRODUCTS, SERVICES, AND AI FEATURES AT YOUR SOLE RISK. WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE PLATFORM OR YOUR USE OF OUR SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RESULTING FROM LOSS OF DATA, REVENUE, PROFITS, COST OF SUBSTITUTE GOODS AND SERVICES, USE, OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.

WITHOUT LIMITING THE FOREGOING, WE SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR HARM ARISING FROM YOUR USE OF OR RELIANCE ON THE AI FEATURES OR ANY AI-GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO ANY INACCURACIES, ERRORS, OR OMISSIONS IN SUCH CONTENT.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM, AND WITH OTHER PERSONS OR ENTITIES WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE THEREOF. YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM. WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OF THE PLATFORM AND ALL OTHER THIRD PARTIES.

LOCAL LAWS; EXPORT CONTROL.

The entirety of the Platform may not be appropriate or available for use in all jurisdictions. If you use the Platform (or any portion thereof), you are solely responsible for following applicable local laws.

FEEDBACK.

Any submissions by you to us regarding the Platform (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever. Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. You understand and agree, however, that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.

Please read the following Dispute Resolution and Arbitration; Class Action Waiver provision (this “Provision”) carefully. It provides that all Disputes (as defined below) between you and Rayse shall be resolved by binding arbitration. Arbitration is a form of private dispute resolution and replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into these Terms constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney’s fees).

For purposes of this Provision, “Rayse” means Rayse, Inc. and its parents, subsidiaries, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and Rayse regarding, arising out of or relating to any aspect of your relationship with Rayse, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced.

YOU AND RAYSE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

For the complete arbitration procedures, including Pre-Arbitration Claim Resolution, Exclusions from Arbitration/Right to Opt Out, Arbitration Procedures, Class Action Waiver, and Severability provisions, please refer to the full Terms of Use available on the Platform. You may opt out of the binding individual arbitration and class action waiver within 30 days from the date you first consent to these Terms by mailing written notification to: Rayse, Inc., 6162 Bay Hill CT, Dublin, California 94568-7464.

GENERAL.

We prefer to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by us, may result in immediate termination of your access to the Platform and Services without prior notice to you. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or the Platform will be heard in the courts located in Alameda County in the State of California. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Our failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and Rayse and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Rayse about the Platform. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.