I. INTRODUCTION

Effective Date: May 3, 2023

RYNSE - TERMS OF SERVICE PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE USING THIS WEBSITE, WWW.GORYNSE.COM, THE SERVICES AVAILABLE HEREIN, OR OTHER WEBSITES, PRODUCTS AND SERVICES OFFERED BY RYNSE, INC.(“RYNSE”),  (COLLECTIVELY, THE “SERVICES”).  BY USING THE SERVICES IN ANY MANNER, YOU AND THE ENTITY OR ORGANIZATION YOU REPRESENT, IF ANY (COLLECTIVELY, “YOU,” “YOUR”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. NOTWITHSTANDING THE FOREGOING, THE TERMS OF EACH ORDER FORM OR ONLINE PURCHASE THAT YOU MADE WITH RYNSE (EACH AN “ORDER”) SHALL BE PART OF THE AGREEMENT. BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND ANY ENTITY OR ORGANIZATION ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT.  IF YOU COMPLETED A REGISTRATION FOR THE SERVICES, YOU MAY HAVE BEEN ASSIGNED AN “ENTERPRISE” ACCOUNT, AN “AUTHORIZED USER” ACCOUNT, OR AN “INDIVIDUAL” ACCOUNT; REFERENCES TO “YOU” HEREIN MEAN ANY USER, IRRESPECTIVE OF WHETHER YOU HOLD AN ACCOUNT, WHILE REFERENCES TO “ENTERPRISE CUSTOMER” OR “ENTERPRISE ACCOUNT” MEANS USERS WHO HAVE REGISTERED FOR AN ENTERPRISE ACCOUNT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. USE OF THE SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU WILL HAVE NO RIGHT TO USE THE SERVICES.  

1.              SERVICES AND SUPPORT.
1.1           In order to access the Services, You may be required to establish an account by selecting a password and user name (“Rynse User ID”), and provide certain information or data, such as Your contact information (and, if applicable, the contact information for each user You authorize to use the Services under your account, as permitted by the functionality of Your account on the Services (each, an “Authorized User”)). You may also be required to provide information about Your organization, such as the industry You work in and the size of Your organization.
1.2           Subject to all terms and conditions of this Agreement, Rynse grants You a limited, non-exclusive, non-sublicenseable, royalty-free, non-transferrable license to access and use the Services that You have selected in the Order, for Your internal, individual or business purposes, and not on behalf of or for the benefit of any non-affiliate third party.  The Services are subject to modification, restriction, or suspension from time to time at Rynse’ sole discretion, for any purpose deemed appropriate by Rynse.  
1.3           Rynse will undertake commercially reasonable efforts to make the Services available to You. Notwithstanding the foregoing, Rynse reserves the right to suspend Your access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event You breach this Agreement, including for failure to pay any amounts associated with Your account due to Rynse.
1.4           Rynse offers email support at info@gorynse.com. Subject to the terms and conditions of this Agreement, Rynse will use commercially reasonable efforts to provide You with reasonable support for the Services from Monday through Friday during Rynse’ normal business hours. However, Rynse cannot guarantee that it will be able to fix the problem You may be having. 

2. RESTRICTIONS AND RESPONSIBILITIES.
2.1           You will not, and will not permit any third party to: (i) reverse engineer (except to the limited extent applicable law expressly prohibits such a restriction), decompile, disassemble or otherwise attempt to discover or obtain the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation, or data related to or generated by the Services (“Software”); (ii) modify, translate, or create derivative works based on the Services or Software (for clarity, Comments (defined below) shared subject to all terms and conditions of this Agreement are not derivative works for the purpose of the foregoing prohibition); (iii) use the Software or Services for timesharing or service bureau purposes or for any purpose other than Your own internal business purposes; (iv) use the Software or Services in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way; (v) use the Services or Software in connection with any political campaigns or lobbying activities; (vii) use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to those related to privacy, intellectual property, consumer and child protection, text messaging, obscenity and/or defamation) or in any manner that infringes or violates the intellectual property rights or proprietary or privacy rights of any third party; or (viii) use the Services in any manner that is harmful, fraudulent, deceptive, threatening, abusive, obscene, libelous, or otherwise objectionable. 
2.2           You will cooperate with Rynse in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Rynse may reasonably request. If You are an account holder, You will be responsible for maintaining the security of Your account, passwords, and files, and for all uses of Your account with or without Your knowledge or consent. 
2.3           You acknowledge and agree that the Services operate on, or in connection with, or otherwise use, application programming interfaces (“APIs”), links to third party websites, and/or other products or services operated or provided by third parties (“Third Party Services”). Rynse is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services.  Unless otherwise specifically mutually agreement in writing, You are solely responsible for procuring any and all rights necessary for You to access Third Party Services. You are solely responsible for complying with any applicable terms or conditions thereof.  Rynse does not make any representations or warranties with respect to Third Party Services or any third party providers.  Any exchange of data or other interaction between You and a third party provider is solely between You and such third party provider and is governed by such third party’s applicable terms and conditions.
2.4           If You are an Enterprise Account user or have Authorized Users associated with Your Services account, You will designate an individual who will be responsible for all matters relating to this Agreement (“Primary Contact”).  You may change the individual designated as Primary Contact at any time by providing written notice to Rynse. If You are the only Authorized User associated with Your Services account, You are the Primary Contact. 
2.5       As part of the Services, You may receive communications through the Services, including messages that Rynse sends You (for example, via email or SMS). When signing up for the Services, You will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with Your wireless number, you confirm that You want Rynse to send You information that we think may be of interest to You, which may include Rynse using automated dialing technology to text You at the wireless number You provided, and You agree to receive communications from Rynse, and You represent and warrant that each Authorized User You register for the Services or for whom you provide a wireless phone number has consented to receive communications from Rynse. You agree to indemnify and hold Rynse harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to Your breach of the foregoing.

3. INTELLECTUAL PROPERTY RIGHTS; CONFIDENTIALITY AND PRIVACY.
3.1           Except as expressly set forth herein, Rynse (and its licensors, where applicable) will retain all intellectual property rights relating to the Software, the Services and/or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Software or Services (“Feedback”), and You hereby make all assignments necessary to achieve the foregoing.  Rynse reserves all rights not expressly granted to You hereunder.
3.2           As part of the Services, (a) You or the Authorized Users associated with Your account may, directly or indirectly, provide Rynse with access to certain information or content about or related to You and/or the organization You are affiliated with (“Organization”), including without limitation personally identifiable information regarding You and the  Authorized Users who are associated with Your account, and (b) Rynse will collect information regarding Your and such Authorized Users’ interactions with and use of the Services and Software (all of the foregoing, “Data”).  Data may include comments that You or such an Authorized User makes on Services content in a manner that You or other Authorized Users can view (“Comments”). You hereby grant Rynse an irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to use, exercise, and otherwise fully exploit all rights in the Data in connection with providing and improving Rynse’ products and services (including, in the case of Comments, making them available for others associated with Your Organization to view via the Services); provided, however, Rynse will not disclose any Data to a third party in a manner that personally identifies You or any Authorized User.  In any event, Rynse may aggregate Data and use such aggregated Data to evaluate and improve the Services and otherwise for its business purposes. You represent that with respect to Data You or Your associated Authorized Users submit to the Services, You have all rights necessary to make it available via the Services and permit Rynse to use and exercise rights in it as provided in this Agreement and via the functionality of the Services.
3.3           You acknowledge that Rynse does not wish to receive any Proprietary Information that is not necessary for Rynse to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, Rynse may reasonably presume that any unrelated information received from You is not confidential or Proprietary Information.
3.4           Rynse takes Your privacy seriously and has set forth a Privacy Policy at <www.gorynse.com/privacy-policy>. That Privacy Policy governs the Data of Individual Accounts but not the Data of Enterprise Accounts or their Authorized Users. If you are an Enterprise Account holder, You hereby warrant that any Data that You provided to, or is collected by, Rynse pursuant to this Agreement, or that Rynse otherwise collects about You or Authorized Users, is shared to Rynse in accordance with all applicable laws, rules, and regulations. 

4. FEES AND PAYMENT.
4.1           The fees owed for each Subscription Term (defined below) (the “Subscription Fees”) are set forth on each applicable Order. All fees are listed in United States Dollars. Unless set forth otherwise in an Order, Subscription Fees are non-refundable for any reason. 
4.2           You will pay any applicable Subscription Fees in accordance with the terms set forth in the Order, which will include choosing a payment method (“Payment Method”). If You’ve provided a credit card number via the functionality provided therefor in Your Services account, Rynse will charge such credit card for any applicable Subscription Fees due for such Subscription Term. If You hold an Enterprise Account, You may also have the option to pay by check or by ACH. If You’ve opted to pay by ACH and have provided relevant ACH account information via the functionality provided therefor in Your Services account, Rynse will charge Your ACH account accordingly for any applicable Subscription Fees due for such Subscription Term. If You have opted to pay by check, Rynse will provide You with an invoice prior to the beginning of Your Subscription Term). Invoices for Subscription Fees must be paid within thirty (30) days after Your receipt thereof.  
4.3           Rynse may raise its Subscription Fees for subsequent Subscription Terms, provided Rynse will provide You notice via the email associated with Your Rynse account at least thirty (30) days prior to the first date of the new Subscription Term that will be subject to the increased price.  
4.4           Some of the Services may consist of an initial period followed by recurring Subscription Terms. By choosing a recurring payment plan, You acknowledge that such Services may have an initial period (which could carry a fee) and a recurring payment feature for subsequent Subscription Terms, and You accept responsibility for all recurring Subscription Fees for subsequent Subscription Terms prior to cancellation. Your non-termination and/or continued use of the Services reaffirms that Rynse is authorized to charge your Payment Method for applicable Subscription Fees. RYNSE MAY SUBMIT PERIODIC CHARGES (BASED ON YOUR AGREED UPON SUBSCRIPTION TERM) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY RYNSE) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO YOUR BILLING PAGE.1.5           YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE PAYMENT INFORMATION FOR YOUR RYNSE ACCOUNT THAT CORRESPONDS WITH YOUR PAYMENT METHOD. YOU MUST PROMPTLY UPDATE ALL PAYMENT METHOD INFORMATION TO KEEP YOUR RYNSE ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, ACCOUNT INFORMATION, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY RYNSE OR OUR PAYMENT PROCESSOR (IF APPLICABLE) IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT YOUR PROFILE PAGE. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT RYNSE MAY CONTINUE CHARGING YOU FOR ANY USE OF SERVICES UNDER YOUR ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH HEREIN, AND MAY HOLD YOU LIABLE FOR ANY UNPAID SUBSCRIPTION FEES.

5.              TERM AND TERMINATION.
5.1           The subscription term of each Order shall be set forth in the Order (the “Subscription Term”).
5.2           The Services will be automatically extended for successive renewal periods of the same duration as the Subscription Term, at the then-current rate. To change Your Services at any time, go to Your billing page. If you wish to terminate the Services at any time, email info@gorynse.com. If You terminate the Services, You may use the Services until the expiration of the previously-paid Subscription Term, and Your subscription will not be renewed after Your then-current Subscription Term expires. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST TERMINATE THE APPLICABLE SERVICES BY EMAILING INFO@GORYNSE.COM OR TERMINATE YOUR RYNSE ACCOUNT BEFORE THE AGREEMENT RENEWS.
5.3           The following sections of this Agreement will survive termination: Sections 2.1, 2.3, 3.1, 3.2, 3.3, 3.4, 4 (to the extent fees remain outstanding), 6, 7, 8, 9, and 10.

6.              WARRANTY DISCLAIMER.  
6.1           TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANYTHING ELSE PROVIDED TO YOU IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND.  RYNSE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SUBJECT MATTER HEREUNDER, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. RYNSE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE.

7.              LIMITATION OF LIABILITY.
7.1           TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RYNSE (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR SOFTWARE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR CORRUPTION OF DATA, ERROR OR OMISSION IN THE SERVICES, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF RYNSE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.  
7.2           THE TOTAL LIABILITY OF RYNSE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE SUBSCRIPTION FEES PAID AND/OR PAYABLE BY YOU TO RYNSE HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8.              INDEMNIFICATION.
8.1           You will defend, indemnify, and hold harmless Rynse, its affiliates, and each of its, and its affiliates’, employees, contractors, directors, suppliers, licensors and representatives, from and against any liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, arising from Your actions in connection with Your use of the Services, including any claim that Your actions violate any applicable law or third party right.

9.              U.S. GOVERNMENT MATTERS
9.1           Notwithstanding anything else, You may not provide to any person or export or re-export or allow the export or re-export of the Services or any Software or anything related thereto (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing, You acknowledge and agree that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice.

10.              MISCELLANEOUS.
10.1           If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  
10.2           This Agreement is not assignable, transferable or sublicensable by You except with Rynse’ prior written consent, by operation of law or otherwise, including in connection with a merger, acquisition, asset sale, or other similar transaction.  Rynse may transfer and assign any of its rights and obligations under this Agreement freely and without consent. 
10.3           This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. 
10.4           No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Rynse in any respect whatsoever.  There are no third party beneficiaries to this Agreement.
10.5           All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.  
10.6           This Agreement will be governed by the laws of the State of Delaware, U.S.A. without regard to its conflict of laws provisions. In the event of any dispute arising from or related to the subject matter of this Agreement, You and Rynse agree and hereby consent to exclusive jurisdiction and venue in the state and federal courts of Delaware, provided that either party may seek injunctive relief at any time in any court of competent jurisdiction.
10.7            You hereby grant Rynse the right to use Your name(s), mark(s), and logo(s) to identify You as an Rynse customer, and otherwise in Rynse’ publicity and marketing materials, unless You notify Rynse in writing otherwise.