Effective as of January 20, 2025.

Thank you for your interest in Riley AI, Inc., a Delaware Corporation (“Riley”) and Riley’s cloud-hosted adaptive artificial intelligence software-as-a-service platform for business strategy and product development (collectively, the “Services”).  Please read these Riley AI, Inc. Terms and Conditions (“T&Cs”) carefully.  To sign-up for or purchase a subscription to any of the Services hereunder, you must register for a subscription from the select subscription tiers located at https://askriley.io (any such fully executed ordering document or online registration request that is accepted by Riley is hereafter referred to as an “Order”).  As part of the ordering process, you must identify the applicable entity or individual that is designated as the customer (“Customer”), and you acknowledge that if you are using the Services on behalf of, or within your capacity as, a representative, agent, or employee of any entity, then “Customer” as used herein will apply to such entity and such individual.  Each Order may also identify usage caps or limitations, such as the number of allotted Authorized User seats (“Seats”).  Riley will not be required, by virtue of this Agreement or otherwise, to provide to Customer any part or portion of the Services which are not expressly covered by such Order.  All Orders will be deemed to be a part of this Agreement and are hereby incorporated by reference.  These T&Cs, together with all Orders may collectively be referred to as the “Agreement”.

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING CONTRACT BETWEEN RILEY AND CUSTOMER THAT GOVERNS THE ACCESS AND USE OF THE SERVICES.  BY CLICKING “I ACCEPT,” OR EXECUTING AN ORDER, YOU REPRESENT AND WARRANT THAT: (1) CUSTOMER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH RILEY, (3) THE CUSTOMER IS NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, ITS PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF AN ENTITY, ON BEHALF OF THE CUSTOMER.  IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THE TERMS OF USE, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.  BY CLICKING “I ACCEPT” OR EXECUTING OR SUBMITTING AN ORDER, CUSTOMER IS ACCEPTING AND AGREEING TO BE BOUND BY OF ALL OF THE PROVISIONS OF THIS AGREEMENT.  

IF CUSTOMER SUBSCRIBES TO ANY OF THE SERVICES FOR AN INITIAL SUBSCRIPTION TERM (DEFINED BELOW), THEN, UNLESS OTHERWISE INDICATED IN THE ORDER, CUSTOMER’S SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM, AS FURTHER SET OUT IN SECTION 2.3, AT RILEY’S THEN-CURRENT FEES UNLESS CUSTOMER DECLINES TO RENEW THE SUBSCRIPTION IN ACCORDANCE WITH SECTION 2.3 BELOW.

SECTION 6 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN CUSTOMER AND RILEY.  AMONG OTHER THINGS, SECTION 6 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN CUSTOMER AND RILEY SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 6 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ SECTION 6 (ARBITRATION AGREEMENT) CAREFULLY.

UNLESS CUSTOMER OPTS OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 7.11) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 6.11 (30-DAY RIGHT TO OPT OUT): (1) CUSTOMER WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND CUSTOMER WAIVES THEIR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) CUSTOMER IS WAIVING THEIR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO CUSTOMER’S USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

This Agreement is subject to occasional revision, and Riley reserves the right to modify fees for accessing or using the Services in the future.  See Section 6.4 of this Agreement for further information about changes to this Agreement.

If Riley has made the Services (or any portion thereof) available to Customer under a “free trial”, “pilot”, or “pre-release” basis then, unless expressly indicated in the applicable Order and as further stated in Section 1.8 herein, any such access or use of the Services are provided on an “AS IS” and “AS AVAILABLE” basis without warranty or support of any kind, express or implied.

1. SERVICES

1. Access and Use of Services.  Subject to Customer’s ongoing compliance with this Agreement (including timely payment of all applicable fees), Riley grants Customer a non-exclusive, non-transferable right, during the Subscription Term, to access and use the Services set forth in the applicable Order in accordance with any usage caps or limitations set forth in the applicable Order solely for Customer’s internal business purpose and solely in accordance with the published documentation for the Services which is made available at https://askriley.io (“Documentation”) and Customer’s Seat limit as set forth in the applicable Order.

2. Accounts.  As part of the set-up process, Customer may be asked to create one or more accounts on the Services for itself and/or its Authorized Users (defined below) (each, an “Account”) and provide certain information as prompted in the account registration process.  Customer represents and warrants that: (i) all required Account registration information submitted is truthful and accurate; and (ii) Customer will maintain the accuracy of such information.  Customer is responsible for maintaining the confidentiality of all Account login information and is fully responsible for all activities that occur under Customer’s and its Authorized Users’ Accounts.  Customer will use reasonable efforts to prevent any unauthorized access or use of the Services and Customer agrees to immediately notify Riley of any unauthorized use, or suspected unauthorized use, of the Accounts or any other breach of security.  Additionally, if there is unauthorized access or use by anyone who obtained access directly or indirectly through Customer or its Authorized Users, Customer will also take all steps reasonably necessary to terminate the unauthorized access or use and cooperate and assist with any actions taken by Riley to remediate any issues resulting from, or related to, such unauthorized access or use.  Riley will not be liable for any loss or damage arising from any unauthorized use of the Accounts or Customer’s failure to comply with the above requirements.

3. Authorized Users.  Customer will only permit the Services set forth in the applicable Order to be accessed by Customer’s employees and contractors that are authorized by Customer to access the applicable Services solely for Customer’s internal business purposes (“Authorized Users”), provided that Customer shall remain liable for all acts and omissions of such users, and Customer shall not allow access and use of the Services beyond the number of Seats allocated to them as set forth in the applicable Order.  Customer is solely responsible for determining the level of access and privileges granted to its Authorized Users.  Customer will ensure its Authorized Users’ access and use of the Services is in compliance with the terms of this Agreement and Customer will be solely responsible for enforcing any of Customer’s internal policies regarding its Authorized Users’ use of the Services.

4. Customer Equipment.  Customer is solely responsible for ensuring that its systems meet the hardware, software and any other applicable system requirements for the Services as specified in the Documentation.  Customer assumes all risks associated with use of any of its software, hardware or services, and for any issues caused by Customer’s use of any third party hardware, software, or services not provided by Riley.  For clarity, Customer will be solely responsible for backing up Customer Content and ensuring any Customer Content is adequately encrypted or protected.  Riley expressly disclaims all warranties or obligations with respect to storage or back up of Customer Content.

5. Customer Content; Performance Data. Riley needs any content, materials, or data that is uploaded, transmitted or otherwise provided to the Services by or on behalf of, or at the direction of, Customer or its Authorized Users (collectively, the “Customer Content”) to provide Customer the Services.  Customer permits Riley to access and use any Customer Content, for the purpose of providing the Services, performing its obligations and exercising its rights under this Agreement including those expressly set forth in Section 3.1.  Customer is solely responsible for any of the foregoing materials, information, data and content that Customer chooses to integrate with the Service and Customer assumes all risks associated with use of the foregoing.  Customer acknowledges that the Services are intended to monitor and collect certain data related to the use and performance of the Riley Technology, the Customer Content, and associated Third Party Materials and Services (“Performance Data”), and Customer hereby provides its consent to such monitoring and collection by Riley.  For avoidance of a doubt, Riley is the owner of all Performance Data including all right, title, While Riley is not obligated to monitor Customer or any Authorized User’s use of the Services, Riley may do so in its sole discretion.  Riley may access, collect, process and use Customer Content to perform its obligations under this Agreement and as necessary to provide the Services to Customer.

6. Restrictions.  The Services set forth in the applicable Order are made available to Customer solely for its own internal business purpose and use.  To the maximum extent permitted by applicable law, Customer shall not, directly or indirectly, and shall not authorize any person to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, structure, ideas, algorithms, or other hidden or non-public elements of, (ii) translate, adapt, publish, reproduce, distribute or modify, (iii) write or develop any program based upon or incorporate into any product or service Customer provides to a third party, (iv) use in any manner for the purpose of developing, distributing or making accessible products or services that are similar to or compete with, (v) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in any rights in, (vi) make available on a service bureau basis, as part of any third party’s product offering (regardless of hosting or distribution model) or otherwise access or use (or permit a third party to access and use) for the benefit of a third party, (vii) allow unauthorized persons to have access to, (viii) transmit unlawful, infringing or harmful data, content or code to or from, (ix) copy or replicate, (x) interfere with, disrupt, or create an undue burden on (or violate the regulations, policies or procedures of) any servers or networks connected to, (xi) attempt to gain unauthorized access to or interfere with any license key mechanism in or otherwise circumvent any mechanism intended to limit use of, (xii) alter or remove any trademarks or proprietary notices contained in or on, (xiii) engage in framing, mirroring, or otherwise simulating the appearance or function of, (xiv) perform or publish any performance or benchmark tests or analyses relating to, or (xv) otherwise use except as expressly permitted hereunder, in each case of (i) – (xv), in whole or in part, the Services (and all technology constituting or used to provide the Services) and all related Documentation (collectively, the “Riley Technology”). 

7. Third Party Materials and Services.  The Services are designed to operate in connection with certain third party materials and services that are not licensed directly by Riley to Customer (collectively, “Third Party Materials and Services”), including without limitation large language models (“LLMs”) that are made available by third parties that are necessary to provide the Services to Customer.  Customer expressly authorizes Riley to access, use, and disclose Customer Content in connection with Third Party Materials and Services as necessary, in Riley’s sole discretion, to provide the Services and allow the proper function of the Riley Technology.  Riley does not endorse, warrant or support, is not responsible for, and disclaims all liability with respect to, such Third Party Materials and Services, including without limitation, the privacy or data security practices or other policies related to such Third Party Materials and Services.

8. Free Trial.  If Riley has made a part of the Services (or any specific features or functionality thereof) available to Customer on a “free trial”, “pilot” or “pre-release” basis, then unless expressly indicated in the applicable Order: (i) Riley will be free to terminate or suspend Customer’s access thereto for any reason at any time and without liability of any kind, and (ii) notwithstanding any other provision of this Agreement, any such access to the applicable part of the Services is provided on an “AS IS” and “AS AVAILABLE” basis without warranty or support of any kind, express or implied.  IF CUSTOMER SUBSEQUENTLY PURCHASES A SUBSCRIPTION TO THE SERVICES, CUSTOMER’S FREE TRIAL ACCESS SHALL ROLL-OVER INTO A PAID SUBSCRIPTION UPON EXPIRATION OF THE FREE TRIAL, AND CUSTOMER EXPRESSLY AGREES THAT, UNLESS CUSTOMER HAS A SEPARATE SIGNED AGREEMENT GOVERNING CUSTOMER’S ACCESS TO AND USE OF THE SERVICES, THIS AGREEMENT, AND THE TERMS AND CONDITIONS HEREIN, SHALL GOVERN CUSTOMER’S USE OF SUCH SERVICES.

9. Service Level Agreement.  Except as set forth in this Agreement or in any Documentation, Riley is under no obligation to provide any support or maintenance services to Customer or their Authorized Users.

2. FEES;PAYMENT

1. Fees; Payment Terms

   Free Trial. Riley offers a 30-day free trial, during which customers may use the product at no cost. 

   Subscription Fees. Customer agrees to pay Riley the fees for the Services purchased or used, as outlined in the applicable Order and subject to the terms of this Agreement. Unless otherwise specified in an Order, all recurring subscription fees will be billed in advance, and any usage-based fees or overages will be billed monthly in arrears. Subscriptions will automatically renew at regular intervals as specified in the Order unless canceled per Section 2.3 or if the Account is suspended or terminated pursuant to this Agreement.

   Renewal Pricing. For renewal subscription terms, fees will be charged at Riley’s then-current published list price, which can be found at https://askriley.io. Customers will be notified of any pricing changes in accordance with Section 7.4. Customers who disagree with changes may terminate their subscription as outlined in Section 7.4.

   Payment Method. Customers must provide a valid payment method to Riley’s third-party payment processor at the time of sign-up. Billing will occur using this payment method unless updated by contacting Riley Customer Support at support@askriley.io. Customers are responsible for keeping their billing information current and accurate. Riley reserves the right to retry billing in the event of failed payment attempts, including when updated credit card information is automatically provided by payment processors to remedy changes in validity or expiration dates.

   Non-Payment and Suspension. Fees paid by the customer are non-refundable except as required by law or otherwise specified in this Agreement. Riley may suspend or cancel access to Services if payment cannot be successfully processed. Interest may accrue on overdue amounts at 1.5% per month (or the maximum rate permitted by law, whichever is less).

2. Payment Method.  Customer will be billed for all amounts due under this Agreement using the payment method provided by Customer to Riley’s third party payment processor at the time of sign-up; provided however, that Customer may update its payment method by visiting the subscription section of the Riley website at https://app.askriley.io/settings/subscription. Customer must provide current, complete, and accurate information for Customer’s billing Account and promptly update all information to keep Customer’s billing Account current, complete, and accurate.  Fees paid by Customer are non-refundable, except as provided in this Agreement or when required by law.  In the event of a failed attempt to charge to Customer’s credit card (e.g., if Customer’s credit card has expired), Riley reserves the right to retry billing Customer’s credit card.  In the event that Customer or Riley (through our payment service providers) update Customer’s credit card information to remedy a change in validity or expiration date, Riley may automatically resume billing Customer for its paid subscription to the Services.  Riley may suspend or cancel Customer’s access to the Services if Riley remain unable to successfully charge the credit card information associated with Customer’s Account.  Additionally, Riley may charge Customer interest on overdue fees at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue.

3. Subscriptions; Automatic Renewal. The Initial Subscription Term of an Order, together with any applicable Renewal Subscription Term(s) for such Order, are collectively the “Subscription Term.” Unless otherwise set forth in an Order, either party may cancel any automatically renewing subscription(s) under this Agreement by providing the other party with notice of its intent to terminate prior to the end of the then-current Subscription Term. Customers can manage their subscription or cancel at any time through the “Manage Subscription” section of the Riley website.

   If Customer cancels or Riley terminates a subscription as set forth above, Customer will continue to have access to the applicable Services until the completion of the then-current Subscription Term (or, if terminated shortly before renewal, until the end of the next Renewal Subscription Term), provided Customer has paid all applicable fees and remains in compliance with the terms of this Agreement. If there are no valid payment methods on file for Customer, Riley may send Customer invoices for any amounts due, and Customer will pay such invoices within thirty (30) days of receipt.

4. Taxes.  Prices do not include, and Customer must pay or reimburse Riley for, all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement, or the transactions contemplated by this Agreement (other than taxes based on Riley’s net income).  If Riley has a legal obligation to pay or collect sales tax for which Customer is responsible, Riley will calculate the sales tax based upon the billing information it has about Customer and charge Customer that amount (which, if Customer’s billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless Customer timely provides Riley with a valid tax exemption certificate acceptable to the appropriate taxing authority. 

3. LICENSE;OWNERSHIP

1. License from Customer.  As between the parties, Customer retains its ownership of all right, title and interest in and to any of their Customer Content, provided that Riley is hereby granted a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, irrevocable, right and license to: (i) use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, perform, and display the Customer Content (in whole, in part, or in conjunction with Third Party Materials and Services) for the purposes of operating and providing the Services to Customer or Customer’s Authorized Users, and (ii) collect, access, process, and analyze log and other data related to the Services and the provision, use and performance and various aspects of the Services and related systems technologies and use such data to troubleshoot, improve, and enhance the Services, and for other development, diagnostic, security and corrective purposes.  Customer hereby irrevocably waives (and agrees to cause to be waived) any claims and assertions of moral rights or attribution with respect to the Customer Content.  Customer may not represent or imply to others that the Customer Content is in any way provided, sponsored or endorsed by Riley.  Although Riley has no obligation to monitor Customer’s use of the Services, Riley may do so and may prohibit any use of the Services it believes may be (or is alleged to be) in violation of this Agreement, applicable laws, Customer will be solely responsible for ensuring its Authorized User’s comply with any of Customer’s internal policies regarding its Authorized Users’ use of, or provision of, Customer Content on the Services.

2. Customer Content Restrictions; Acceptable Use Policy.  This section, and Customer’s use restrictions and obligations therein, is herein referred to as the acceptable use policy (“Acceptable Use Policy”).  The Customer Content made accessible on the Services, including but not limited to any data, models, content, text, and other materials that are collected, uploaded to, or otherwise provided to the Services by or on behalf of Customer or its Authorized Users are the sole responsibility of Customer.  This means that: (a) Customer, and not Riley, is solely responsible for all Customer Content that is accessible through the Services, including its accuracy, completeness, and suitability, and (b) other third party users, and not Riley, are solely responsible for any content, materials or data that is uploaded, transmitted or otherwise provided to the Services by or on behalf of, or at the direction of, such third party users (“Third Party Content”).  Customer acknowledges that Riley has no obligation to pre-screen Customer Content or Third Party Content, although Riley reserves the right in its sole discretion to pre-screen, refuse or remove any Customer Content or Third Party Content from the Services, including if Riley believes it violates this Agreement or is otherwise objectionable.  Customer further agrees, represents, and warrants that: (i) the Customer Content will not contain any content or material that is illegal, or include any content and material that violates, infringes, or misappropriates any third party’s intellectual property rights, constitutes an invasion of privacy or misappropriation of publicity rights, or otherwise violates Riley’s IP Policy, (ii) Customer and its Authorized Users will not use the Services or transmit Customer Content in a manner that is or could be harassing, abusive, tortious, threatening, harmful, harmful to minors in anyway, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, indecent, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, (iii) the Customer Content will not contain any computer code, programs, or programming devices that are designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, the operation of the Services or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with operation, (iv) Customer and its Authorized Users will not send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise, (v) Customer and its Authorized Users will not use the Services to harvest, collect, gather or assemble information or data regarding third party users, including e-mail addresses, without their consent, (vi) Customer and its Authorized Users will not interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks, (vii) Customer and its Authorized Users will not attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means, (viii) Customer and its Authorized Users will not harass or interfere with any third party users use and enjoyment of the Services, (ix) Customer and its Authorized Users will not use software or automated agents or scripts to produce multiple Accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services, (x) Customer and its Authorized Users will not provide or make accessible on the Services any Customer Content that is otherwise objectionable to Riley in its sole discretion, (xi) Customer and Authorized User will not provide any Customer Content that contains Sensitive Information to the Services.  As used herein, “Sensitive Information” means: (A) individually identifiable health information or protected health information as those terms are defined by the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations, (B) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standard (“PCI DSS”), (C) Social Security numbers, Social insurance numbers, passport numbers, driver’s license numbers or other government-issued identification numbers, (D) financial account numbers, (E) online account credentials, or (F) other personal information governed by the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“EU GDPR”), the EU GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), Fair Credit Reporting Act, Gramm-Leach-Bliley Act, or Children’s Online Privacy Protection Act.  Customer acknowledges that Riley is not a business associate (as that term is defined under HIPAA) or a payment card processor.  Customer acknowledges that the Services is not designed to be HIPAA or PCI DSS compliant.  Riley reserves the right (but has no obligation) to review, refuse and/or remove any Customer Content in its sole discretion, and to investigate and/or take appropriate action against Customer in Riley’s sole discretion if Customer violates the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for Riley or any other person.  Such appropriate action may include removing or modifying the Customer Content, terminating the Account in accordance with this Agreement, and/or reporting Customer or its Authorized Users to law enforcement authorities.

3. Data Privacy and Security.  Riley will store and process Customer Content only as is reasonably necessary to provide the Services, comply with legal obligations, and as otherwise set forth in the Agreement.  Riley will implement and maintain commercially reasonable technical and organizational measures designed to protect Customer Content against accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure.  Customer shall ensure (and is solely responsible for ensuring) that it has given such notices to and obtained such consents and permissions from all relevant third parties (including, without limitation, Authorized Users), and has reserved all rights, in each case, as may be required under applicable law or otherwise for Riley to process Customer Content to provide the Services as contemplated by the Agreement. 

4. Customer Content Data Storage.  Customer acknowledges that Riley does not offer a back-up or archiving of the Services and any Customer Content therein, and that Customer assumes all risks associated with access and use of the Customer Content with the Services.  For clarity, Riley is not obligated to backup or store any of the Customer Content.  Riley expressly disclaims all other obligations with respect to storage of such Customer Content.  Without limiting the foregoing, Riley reserves the right to delete any and all Customer Content in its discretion in the event that Customer terminates its subscription to the Services.

5. Ownership.  Except for the limited rights granted in this Agreement, Riley hereby retains all right, title and interest, including all intellectual property rights, in and to the Riley Technology.  ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY RILEY.

6. Feedback.  Customer hereby grants to Riley and its affiliates a worldwide, irrevocable, perpetual, sublicensable, royalty-free right and license to use, modify, transmit, reproduce, make derivative works of, disclose and exploit without restriction all feedback and suggestions provided by Customer and its Authorized Users (collectively, “Feedback”), including, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features, regarding the Riley Technology or any portion thereof, for any purpose at Riley’s sole discretion.

7. Support Channel.  Customer and its Authorized Users may also access support channels or forums that are made generally available by or on behalf of Riley to its users.  Any content that is posted to a support channel or forum will be deemed to be Feedback for purposes of Section 3.7 above.  Customer agrees that it and its Authorized Users will at all times comply with Riley’s Acceptable Use Policy and IP Policy and any other terms posted by Riley to any such support channel or forum that Customer or its Authorized Users use.

4. INDEMNIFICATION

Customer shall indemnify, defend and hold harmless Riley and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “Riley Entities”) from and against any third party claim, loss, or damage (including reasonable attorney’s fees), arising out of or relating to: (i) an allegation that the use by or on behalf of Riley in accordance with this Agreement of any of the Customer Content, and/or any other data or materials obtained pursuant to a request from Customer infringes or misappropriates any third party’s rights or violates applicable laws, (ii) the use of the Services in combination with material, content, software, technology, products, data or services not developed and provided by Riley, including without limitation the Third Party Content, and Customer Content, (iii) Customer’s or its Authorized Users’ failure to use the Services in accordance with this Agreement or otherwise comply with the terms of this Agreement, (iv) any Customer Content, (v) any other data or materials obtained at the request of Customer, or (vi) Customer’s violation or alleged violation of Sections 1.4, 1.6, or the Acceptable Use Policy found in Section 3.2.  Riley will provide Customer with: (a) prompt written notice of and (b) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim.  Notwithstanding the foregoing, Riley will at all times have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at Riley’s own expense.

5. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY 

1. Customer Warranties.  Customer represents, warrants, and covenants that it has and will maintain during the term of the Agreement all necessary right, title, interest, authorizations, and permissions to: (i) grant rights to, use, process, store, access, provide, provide access to, or request Riley access, disclose, or submit, any Customer Content and/or Feedback as necessary to implement the Services and for Riley to lawfully exercise and perform all of its rights and obligations under this Agreement, and (ii) that Customers use of Riley Technology will comply with all applicable laws in connection with this Agreement.

2. Disclaimer.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (i) THE RILEY TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY RILEY OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS; (ii) THE RILEY ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE RILEY TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY RILEY OR THROUGH THE SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE OR RELIANCE.  THE RILEY ENTITIES DO NOT WARRANT ANY THIRD PARTY CONTENT OR FUNCTIONALITY.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE RILEY ENTITIES DO NOT WARRANT THAT THE RILEY TECHNOLOGY AND ANY OTHER MATERIALS, RECOMMENDATIONS OR CONTENT MADE AVAILABLE THROUGH THE RILEY TECHNOLOGY (INCLUDING THE SERVICES) WILL BE UNINTERRUPTED, ACCURATE, SECURE, COMPLETE, OR FREE OF ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.  

   ANY INFORMATION OR RECOMMENDATIONS PROVIDED BY THE RILEY TECHNOLOGY, INCLUDING BUT NOT LIMITED TO ANY REPORTS AND RECOMMENDATION LANGUAGE GENERATED THEREIN, ARE PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND ARE IN NO WAY INTENDED TO BE FINANCIAL, MEDICAL, LEGAL, OR OTHER PROFESSIONAL ADVICE, OR TO BE USED AS A SUBSTITUTE THEREOF, AND DO NOT PURPORT TO REFLECT THE OPINIONS OF ANY OF THE RILEY ENTITIES.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER OR ITS AUTHORIZED USERS FROM THE RILEY TECHNOLOGY (INCLUDING THE SERVICES) WILL CREATE, OR EXPAND THE SCOPE OF, ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT.  AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER OR NOT, OR HOW TO, USE ANY CONTENT, MATERIALS, INFORMATION, OR DATA THAT IS MADE AVAILABLE VIA THE SERVICES.  WITHOUT LIMITING THE FOREGOING, AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR, AND RILEY WILL HAVE NO LIABILITY FOR, ANY DECISIONS MADE BY CUSTOMER BASED UPON ANY CONTENT, MATERIALS OR DATA THAT IS PROVIDED BY THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY DECISIONS MADE WITH RESPECT TO THE DEPLOYMENT, DEVELOPMENT, AND/OR MANAGEMENT OF ANY BUSINESS STRATEGIES OR POTENTIAL OR ACTUAL PRODUCTS BY CUSTOMER, REGARDLESS OF ANY RESULTS GENERATED BY THE SERVICES.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE RILEY ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER’S OR ITS AUTHORIZED USERS’ USE OF OR ACCESS TO THE RILEY TECHNOLOGY OR ANY OTHER MATERIALS, DATA OR CONTENT THAT IS MADE AVAILABLE BY RILEY OR THROUGH THE SERVICES.  CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S AND ITS AUTHORIZED USERS’ USE OF THE RILEY TECHNOLOGY (INCLUDING THE SERVICES) AND ANY CONTENT, DATA OR MATERIALS THAT ARE ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED FROM RILEY OR THROUGH THE RILEY TECHNOLOGY, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SERVICES, IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RILEY ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY, INCLUDING ANY CUSTOMER ENVIRONMENTS USED IN CONNECTION WITH THE RILEY TECHNOLOGY OR ANY LOSS OF DATA OR CUSTOMER CONTENT.  

   THE RILEY TECHNOLOGY IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN HIGHLY REGULATED INDUSTRIES IN WHICH THE FAILURE OF THE RILEY TECHNOLOGY COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.  THE RILEY ENTITIES SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH ACTIVITIES.  NOTWITHSTANDING THE FORGOING THE RILEY ENTITIES DO NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT THE RILEY ENTITIES ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW

3. Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE RILEY ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE RILEY ENTITIES’ TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.  EXCEPT FOR ANY ACTION BY RILEY FOR NON-PAYMENT, CUSTOMER MAY NOT BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE DATE THE CLAIM AROSE.  EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS.  THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.  EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
   

6. ARBITRATION AGREEMENT

1. Notice.  PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT”) CAREFULLY.  IT IS PART OF CUSTOMER’S CONTRACT WITH RILEY AND AFFECTS CUSTOMER’S RIGHTS.  IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

2. Applicability of Arbitration Agreement.  Subject to the terms of this Arbitration Agreement, Customer and Riley agree that any dispute, claim, disagreements arising out of or relating in any way to Customer’s access to or use of the Services, any communications Customer receives, any products sold or distributed through the Services or this Agreement and prior versions of this Agreement, including claims and disputes that arose between Customer and Riley before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) Customer and Riley may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) Customer or Riley may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

3. Informal Dispute Resolution.  There might be instances when a Dispute arises between Customer and Riley.  If that occurs, Riley is committed to working with Customer to reach a reasonable resolution.  Customer and Riley agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”).  Customer and Riley therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”).  If Customer is represented by counsel, Customer’s counsel may participate in the conference, but Customer’s individual signatory pursuant to the Order will also participate in the conference. 

   The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties.  Notice to Riley that Customer intends to initiate an Informal Dispute Resolution Conference should be sent by email to support@askriley.io or regular mail to our offices located at 1559 Sloat Blvd. Ste. B #221 San Francisco, CA 94132.  The Notice must include: (1) Customer’s name, telephone number, mailing address, e‐mail address associated with Customer’s Account (if Customer has one); (2) the name, telephone number, mailing address and e‐mail address of Customer’s counsel, if any; and (3) a description of Customer’s Dispute. 

   The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.  In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute.  Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration.  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

4. Waiver of Jury Trial.  CUSTOMER AND RILEY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  Customer and Riley are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 6.2 (Applicability of Arbitration Agreement).  There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

5. Waiver of Class and Other Non-Individualized Relief.  CUSTOMER AND RILEY AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 6.10 (BATCH ARBITRATION), EACH OF THE PARTIES MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.  ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.  Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 6.10 (Batch Arbitration).  Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), Customer and Riley agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in San Francisco County, California.  All other Disputes shall be arbitrated or litigated in small claims court.  This section does not prevent you or Riley from participating in a class-wide settlement of claims.

6. Rules and Forum.  This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.  If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after Customer’s receipt of Notice, Customer and Riley agree that either party shall have the right to finally resolve the Dispute through binding arbitration.  The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement.  The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
   A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”).  The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the Account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. 

   If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address.  Such counsel must also sign the Request.  By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. 

   Unless Customer and Riley otherwise agree, or the Batch Arbitration process discussed in Section 6.10 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where Customer resides.  Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.  If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.  Customer’s responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

   Customer and Riley agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

7. Arbitrator.  The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators.  If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 6.10 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

8. Authority of Arbitrator.  The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 6.5 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 6.5 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 6.5 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 6.10 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 6.10 (Batch Arbitration).  The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The award of the arbitrator is final and binding upon you and us.  Judgment on the arbitration award may be entered in any court having jurisdiction.

9. Attorneys’ Fees and Costs.  The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).  If Customer or Riley need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.  The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

10. Batch Arbitration.  To increase the efficiency of administration and resolution of arbitrations, Customer and Riley agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Riley by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall: (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
    All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.  To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”).  In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly.  The Administrative Arbitrator’s fees shall be paid by Riley.

    Customer and Riley agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

    This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

11. 30-Day Right to Opt Out. Customer shall have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of Customer’s decision to opt out to: 1559 Sloat Blvd, Suite B #221, San Francisco, CA, 94132, within thirty (30) days after first becoming subject to this Arbitration Agreement.  Customer notice must include Customer’s name and address, the email address associated with Customer’s Account (if Customer has one), and an unequivocal statement that Customer wants to opt out of this Arbitration Agreement.  If Customer opts out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to Customer.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that Customer may currently have, or may enter in the future, with Riley.

12. Invalidity; Expiration.  Except as provided in Section 6.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.  Customer further agrees that any Dispute that Customer has with Riley as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred.  Likewise, Customer agrees that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

13. Modification.  Notwithstanding any provision in this Agreement to the contrary, Riley agrees that if Riley makes any future material change to this Arbitration Agreement, Riley will notify Customer.  Unless Customer rejects the change within thirty (30) days of such change become effective by writing to Riley at 1559 Sloat Blvd, Suite B #221, San Francisco, CA, 94132, Customer’s continued use of the Services, including the acceptance of products and services offered on or through the Services following the posting of changes to this Arbitration Agreement constitutes Customer’s acceptance of any such changes.  Changes to this Arbitration Agreement do not provide Customer with a new opportunity to opt out of the Arbitration Agreement if Customer had previously agreed to a version of this Agreement and did not validly opt out of arbitration.  If Customer rejects any change or update to this Arbitration Agreement, and Customer was bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to Customer’s access to or use of the Services, any communications Customer receives, any products sold or distributed through the Services or this Agreement, the provisions of this Arbitration Agreement as of the date Customer first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect.  Riley will continue to honor any valid opt outs of the Arbitration Agreement that Customer had made to a prior version of this Agreement.

7. GENERAL PROVISIONS

1. Assignment.  Except as expressly set forth in this Agreement, neither party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Riley may assign this Agreement without the written consent of Customer as part of the conversion to a corporation or other corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

2. Force Majeure.  Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, pandemic, epidemic, labor shortage or dispute, governmental act or failure of the Internet.  The delayed party shall give the other party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance.

3. Governing Law.  This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.  Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts of San Francisco County, California for any lawsuit filed there against Customer by Riley arising from or related to this Agreement.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

4. Modifications to this Agreement.  Riley may modify this Agreement from time to time by giving notice to Customer through Riley’s online user interfaces, by sending Customer an email to an e-mail address associated with Customer’s Account, by prominently posting notice of the changes on the Services, or in any other manner permitted by this Agreement.  In the event that the last e-mail address that Customer has provided is not valid, or for any reason is not capable of delivering to Customer the notice described above, Riley’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes to this Agreement described in the notice.  Unless a shorter period is specified by Riley (e.g., due to changes in the law or exigent circumstances), the modifications become effective upon renewal of Customer’s current Subscription Term or entry into a new Order.  If Riley specifies that the modifications to this Agreement will take effect prior to Customer’s next renewal or Order and Customer notifies Riley in writing at support@askriley.io of Customer’s objection to the modifications within thirty (30) days after the date of such notice, Riley (at its option and as Customer’s exclusive remedy) will either: (i) permit Customer to continue under the existing version of the Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect), or (ii) allow Customer to terminate this Agreement and receive a pro-rata refund of any pre-paid Services subscription fees allocable to the terminated portion of the applicable Subscription Term.  Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Services, and, in any event, continued use of the Services after the modified version of this Agreement becomes effective will constitute Customer’s acceptance of such modified version.

5. Export Controls; Government Rights.  Customer agrees that Customer will not, and will ensure that its Authorized Users will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the Riley Technology or any technical information about the Riley Technology to any country for which such export or re-export is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other government entity as may have jurisdiction over such export or re-export.  Customer hereby represents and warrants that: (i) Customer is 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) Customer is not listed on any U.S. Government list of prohibited or restricted parties.  The Riley Technology is deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable.  Any use, modification, reproduction release, performance, display or disclosure of the software and accompanying documentation by the U.S. Government shall be governed solely by the terms and conditions of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

6. Miscellaneous.  This Agreement (together with the Orders) is the sole agreement of the parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter.  In the event of any conflict between the terms of an Order and the terms of this Agreement, the terms of this Agreement will apply unless the Order expressly indicates that a provision of the Order should supersede contrary language in the Agreement.  No terms of any purchase order, acknowledgement or other form provided by Customer will modify this Agreement, regardless of any failure of Riley to object to such terms.  Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted hereof.  Except as set forth in Section 8.4, this Agreement may only be amended by a writing signed by both parties.  This Agreement may be executed in counterparts.  The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement.  Any required notice shall be given in writing by customary means with receipt confirmed.  Notices to Customer shall be sent to the address set forth on the Order.  Notices to Riley shall be given to support@askriley.io.  Notices will be deemed to have been given at the time of actual delivery in person, one (1) day after delivery to an overnight courier service, or three (3) days after deposit in the mail.  The relationship between the parties shall be that of independent contractors.  Riley may use subcontractors.  Waiver of any term of this Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement.  Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision.