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Master User Agreement

This agreement was last updated on 23rd July 2015. There are no previous versions of this document available.

This Master User Agreement (“Agreement”) constitutes a written contract between Rifluxyss Softwares LLC, a limited liability company registered in the state of California, with offices located at 29300 Kohoutek Way Suite 110 Union City, CA 94587 hereby called Rifluxyss (“rifluxyss” “we” “us” and “our”), and You (“Customer” “User” “you” “your”).

THESE TERMS AND CONDITIONS (THE "TERMS") GOVERN YOUR ACCESS TO AND USE OF RIFLUXYSS PROPERTIES AND ASSETS INCLUDING OUR WEBSITE (CHAT1800.COM), MOBILE APPLICATIONS INCLUDING CHAT1800 MOBILE APP WIDGET AND PLUGIN CODE, BLOGS, PROMOTIONAL MATERIAL, ANY AND ALL DIGITAL CONTENT CUMULATIVELY CALLED SITE (THE “SITE”) FOR THE PURPOSE OF THIS AGREEMENT. BY ACCESSING OR USING THE SITE, YOU ARE AGREEING TO THESE TERMS AND CONCLUDING A LEGALLY BINDING CONTRACT WITH RIFLUXYSS.

TO ACCESS OR USE THE SITE OR MOBILE APPLICATION OR CODE, YOU MUST BE 18 YEARS OR OLDER AND HAVE THE REQUISITE POWER AND AUTHORITY TO ENTER INTO THESE TERMS.

YOU MAY NOT ACCESS OR USE THE SITE IF YOU ARE A COMPETITOR OF OURS (EITHER DIRECT OR INDIRECT) OR YOU INTEND TO CREATE, DEVELOP, MARKET, DISTRIBUTE AND/OR SELL A SERVICE WHICH WOULD BE DEEMED COMPETING WITH RIFLUXYSS SERVICE EVEN IF AT A LATER POINT OF TIME. YOU MAY NOT ACCESS OR USE THE SITE IF RIFLUXYSS HAS PREVIOUSLY BANNED YOU FROM THE SITE OR CLOSED YOUR ACCOUNT.

THE SITE MAY BE MODIFIED, UPDATED, INTERRUPTED, SUSPENDED OR DISCONTINUED AT ANY TIME WITHOUT NOTICE OR LIABILITY.

WE RESERVE THE RIGHT TO AMEND THIS AGREEMENT AT ANY TIME AND WITHOUT ANY NOTICE. IF WE DO THIS, WE WILL POST THE AMENDED AGREEMENT ON THIS PAGE AND INDICATE AT THE TOP OF THE PAGE THE DATE THE AGREEMENT WAS LAST REVISED. YOUR CONTINUED USE OF THE SERVICE AFTER ANY SUCH CHANGES CONSTITUTES YOUR ACCEPTANCE OF THE NEW TERMS.

You have no right, what so ever be the reasons and needs for accessing or using the site if you are unwilling or unable to be bound by these terms. This agreement applies to all visitors, users, and others who access the site.

You hereby agree that Chat1800.com website, Chat1800 Mobile application, Chat1800 mobile widget code, Chat1800 Servers, Chat1800 website and mobile application content, Chat1800 Application Programming Interface (API) and all other related contents of Chat1800 is the property of Rifluxyss.

1. DEFINITIONS

Agreement Option means the option provided for You for agreeing to the terms and conditions of this agreement, making orders, submitting payments and accepting the terms that are entered into between You and RIFLUXYSS from time to time. By entering into the Agreement Option, You agree to be bound by the terms of this Agreement

Authorized User means any and all users of RIFLUXYSS who has set up a member account with RIFLUXYSS for access to and use of the Services through the User Interface.

Content means text, images, photos, audio, video, and all other forms of data or communication. Content also includes the data RIFLUXYSS creates and makes available in the Site as well as in any other forms in connection with the Site including to but not limited to the marketing materials, Site information, knowledge base articles, white papers, blog contents written by personnel associated and appointed by RIFLUXYSS, promotional materials and others.

Current Term means the actual duration or time period where in you can use the specialized services of RIFLUXYSS.

Enhancement means any change, correction, modification, customization, revision, improvement, update, upgrade, new release or any other change that is released generally by RIFLUXYSS on the Site and updating the Services provided to you. This agreement would substantially govern any and all enhancements unless a specific amendment is needed and in all such cases, you would be notified of the amendment. Your continued use of the Services would specifically mean your acceptance to the amended terms.

Fees means the financial cost assigned for using any specialized service (such as Premium Service) provided by RIFLUXYSS site for a certain period of time. RIFLUXYSS would periodically update the Fees charged for any specialized service. RIFLUXYSS reserves the right for updating these fees at its own sole discretion. RIFLUXYSS shall not be obligated to provide Enhancements that include new features or functionality for which RIFLUXYSS generally charges a separate fee.

Order Form means the documents for placing orders, including addenda that are entered into between User and RIFLUXYSS from time to time. By entering into an Order Form, User agrees to be bound by the terms of this Agreement.

Payment means the actual financial transaction made or required to be made by you in favor of RIFLUXYSS for the use of specialized services (such as Premium Service) towards the Fees. The payment would be made through credit card or PayPal, a third party website. For every Payment made through the Site, the receipt of the transaction will be delivered by email since RIFLUXYSS has a green policy of using less paper.

Paid User means the User has made the Payment of the Fees for using specialized service.

PayPal is a third party web payment service for processing financial transactions especially using credit cards and debit cards.

Renewal means the financial transaction made or required to be made to continue the use of RIFLUXYSS specialized service after the Current Term expires.

Renewal Term is the subsequent additional duration for the use of specialized service after the current duration of specialized service usage expires if Renewal is completed or you intend to complete.

Services means the invitation, acceptance, storing, management, broadcasting, marketing and all other related activities of testimonials and referrals through the RIFLUXYSS software system. This also includes the social network internally created between the various Users connected with you and your user of the Site, and your use of the same. A search service for searching through the stored database is also enabled. It also includes all the activities and actions possible on the Site for which authorization has been provided to you by virtue of this agreement.

Specialized Service means all the services for which Fees are applicable and have been authorized to be used with less limitation compared to the general services. Premium Service/Premium User is a form of specialized service where the user is authorized to send unlimited testimonial invitations, unlimited referral requests etc.

Software means the computer software application(s), including any website, desktop and mobile software application(s), developed, distributed, hosted, stored and used by RIFLUXYSS to provide the Services and any Enhancements thereto made available by RIFLUXYSS to You from time to time, including any Internet application provided to Users by RIFLUXYSS to facilitate RIFLUXYSS’s provision of the Services.

User means any and all types of individual visiting, accessing, operating, updating, modifying, entering content, browsing, editing the Site irrespective their geographical location.

User Account means the secure, authorized section of the Site created and assigned to the User as a result of completing a registration process, or providing a testimonial/endorsement. This secure section is accessible only to the Authorized User or RIFLUXYSS by virtue of using a secure username and password.

User Interface means the web-based interface, data entry forms, user screens, data display area and any or all data entry and presentation screens on the Site hosted by RIFLUXYSS by which Customer may access the RIFLUXYSS Services.

User Content means Content that you submit or transmit to, through, or in connection with the Site, such as blog, connections, check-ins, invitations, messages, ratings, reviews, referrals and information that you publicly display or displayed in your account profile. "User Content" means Content that users submit or transmit to, through, or in connection with the Site.

User Identification means the unique user identification name and password created or otherwise assigned by RIFLUXYSS to each Authorized User for access to and use of the Services through the User Interface.

Third Party Content means Content that originates from parties other than RIFLUXYSS or its users.

Visitor means all the users who access the Site without creating a member account in RIFLUXYSS.

2. SITE CONTENT
2.1 Ownership

The Site, including without limitation the text, graphics, photographs, software, video, audio visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Site Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding Your Content, User Content and Third Party Content, including the website Chat1800.com and respective Chat1800 mobile applications and the widget code generated from it and the like that appear on the Site ("Content"), is owned by or licensed to RIFLUXYSS, and is subject to copyright and other intellectual property rights under United States, foreign laws and international conventions. Users may not re-post, republish, reproduce or copy the Content to other web sites, or otherwise, without the prior written consent of RIFLUXYSS. Users cannot sell or distribute Content to third parties, prepare derivative works of or otherwise exploit Content without the prior written permission of RIFLUXYSS. RIFLUXYSS has no obligation to grant you permission to re-post, republish, reproduce, copy, sell, distribute, prepare derivative works of or otherwise exploit Content. RIFLUXYSS also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world ("IP Rights") associated with the Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws.

All of the RIFLUXYSS trademarks, service marks, patents and logos are owned by or licensed to RIFLUXYSS and may not be used for any purpose without the prior written consent of RIFLUXYSS. Such consent shall be given in the sole discretion of RIFLUXYSS. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Application and the Service or in any Third Party Services.

You agree not to circumvent, disable or otherwise interfere with security related features of the Site and Products or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site and Products or the Content therein.

2.2 Responsibility for Your Content

The sole responsibility for Your Content belongs to you, and once published on RIFLUXYSS, it cannot always be edited, deleted, updated or changed. You understand that there may be risks associated with the content you post and also assume all risks associated with Your Content. You assume all the responsibility of accuracy, quality or reliability for Your Content. You hereby agree that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by RIFLUXYSS.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. RIFLUXYSS will not be liable for any loss or damage arising from your failure to comply with this instruction.

You also understand and agree that you yourself will be held liable if Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.

2.3 RIFLUXYSS Right to Use Your Content

You hereby grant license to RIFLUXYSS for use of Your Content in various ways, including publishing it, reformatting it, incorporating it into advertisements and other promotional works and activities, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media"). As such, you hereby irrevocably grant RIFLUXYSS worldwide, perpetual, non-exclusive, royalty-free, assignable, sub-licensable, transferable rights to use Your Content for any purpose.

Nothing in these Terms shall restrict other legal rights RIFLUXYSS may have to Your Content. We reserve the right to remove or modify Your Content for any reason; including Your Content that RIFLUXYSS believe violates these Terms. Please note that you also irrevocably grant the users of the Site and any Other Media the right to access Your Content in connection with their use of the Site and any Other Media. Finally, you irrevocably waive, and cause to be waived, against RIFLUXYSS and its users any claims and assertions of moral rights or attribution with respect to Your Content.

3. SERVICES
3.1 Service Details

Subject to the terms and conditions of this Agreement, RIFLUXYSS will provide the Chat1800 Services detailed out in the service and marketing information provided on Chat1800.com website. RIFLUXYSS may delegate the activities, analysis, operations and management of certain portions of the Services to third parties as and when required, and in case of any disruption of Services due to the same, RIFLUXYSS hereby abstains and makes itself free from any liability whatsoever. RIFLUXYSS will provide Authorized User access to User Interface pursuant to password protected user accounts.

RIFLUXYSS may in our sole discretion modify, enhance or otherwise change the Software and/or User Interface that may or may not decrease the functionality of the Services. Paid User agrees that any purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by RIFLUXYSS regarding future functionality of features.

3.2 Restrictions on Use of Services

User shall:

  1. Be responsible for the accuracy, quality and legality of User’s Data acquired, posted, stored, managed through User Interface;
  2. Warrant User’s Data does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of publicity and privacy. User will not be uploading material to RIFLUXYSS servers in violation of the intellectual property rights of any party or entity and will maintain and enforce a policy that complies with the Digital Millennium Copyright Act (“DMCA”) and will act promptly to remove any infringing material from the RIFLUXYSS Assets and Infrastructure if User or RIFLUXYSS receive a notice qualifying under the DMCA.
  3. Not use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that will access RIFLUXYSS Data, User Interface and Services.
  4. Agree not to collect or harvest any personally identifiable information, including account names, from the Services nor to use the communication systems provided by RIFLUXYSS for any commercial solicitation purposes.
  5. You may not use the Service if you are a person barred from receiving the Service under the laws of the United States, any state within the United States in which you reside or receive the Service, or other countries, including the country in which you are resident or from which you use the Service.
  6. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service, or any part thereof, except (and solely) to the extent permitted by applicable law. You may not assign (or grant a sub-license of) your rights to use the Service, grant an interest in or over your rights to use the Service, or otherwise transfer any part of your rights under these Terms. If RIFLUXYSS provided you access to any of the Specialized Services in return for Fees, this license is conditioned on your payment of the fees due.
  7. Users here by agrees that they will not post any kind of Data or provide any type of information that:
    1. May create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any User, or any other person or entity;
    2. Contains any statement, formula, direction, recipe, prescription, diagrams, images or other matter that involves a reasonably foreseeable risk of injury or damage to the material’s readers or others;
    3. Violates or encourages others to violate any applicable law, statute, ordinance or regulation;
    4. May create a risk of any other loss or damage to any person or property
    5. Contains, displays or otherwise includes any advertising, promotional materials, "junk mail," "spam," "chain letters," or "pyramid schemes" or any other form of solicitation;
    6. May constitute or contribute to a crime or tort;
    7. Harms minors in any way;
    8. Solicits Personally Identifying Information from anyone under 18 years of age;
    9. Promotes software or services that deliver unsolicited e-mail;
    10. Provides false or deceptive information;
    11. Deletes, adds or otherwise changes other people's entries or other Content when you have not been granted the privileges to do so; or allows usage by others in such a way as to violate this Agreement;
    12. Contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable. Your use of the Site and Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. In the event of the same, RIFLUXYSS absolves itself from any liability or harm caused to you.
  8. In the event of any of the afore-mentioned actions the User who has posted this type of data will be solely responsible for the action and RIFLUXYSS absolves any liability for these actions by the User. RIFLUXYSS is not responsible for any public display or misuse of User's Data, except in the case of gross negligence or intentional misconduct by RIFLUXYSS or RIFLUXYSS’s employees.
  9. Following actions are prohibited within the RIFLUXYSS system including Site, infrastructure including Servers, Network, Storage, and File System.
  10. Any attempt to compromise the system security or interfere with the infrastructure integrity or decipher any transmissions to or from the servers running the Services.
  11. Attempt to gain unauthorized access to any portion of the Site, other accounts, computer systems, or networks connected to any RIFLUXYSS server, through hacking, password or data mining, or any other means.
  12. Interfere with any other party's use and enjoyment of the Site.
  13. Taking any action that imposes, or may impose in RIFLUXYSS’s sole discretion an unreasonable or disproportionately large load on RIFLUXYSS’s infrastructure.
  14. Use, display, mirror or frame the Service, any individual element within the Service, the RIFLUXYSS name, trademark, logo or other proprietary information, or the layout and design of any page, without the express written consent of RIFLUXYSS authorized personnel.
  15. Uploading invalid data, viruses, worms, or other software agents through the Services.
  16. Use RIFLUXYSS user information to forge any internet network protocol (TCP/IP) packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service to send altered, deceptive or false source-identifying information.
  17. Link to any part of the Site, or link any other external websites, blogs, forums, digital content and media if the content is illegal, will cause damage to, against the RIFLUXYSS Content guidelines or will otherwise harm any User, RIFLUXYSS or any other party.
  18. Obtain or attempt to obtain any materials or information through any means not intentionally made available to you on the Site.
  19. Use any meta tags or other hidden text or metadata utilizing RIFLUXYSS or RIFLUXYSS trademark, logo, URL, or product name without the express written consent of RIFLUXYSS authorized personnel.
  20. Impersonating another person or otherwise misrepresenting User’s affiliation with a person or entity, conducting fraud, hiding or attempting to hide User’s identity.
  21. Posting of any content that breaches a duty of confidentiality by which you are bound due to a contractual or fiduciary relationship (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
  22. Intentionally or unintentionally violate any applicable local, state, national or international law.
  23. Interfering with the proper working of the Services.
  24. Bypassing the measures that RIFLUXYSS may use to prevent or restrict access to the Services.
  25. You acknowledge and agree that RIFLUXYSS may charge Fees for the use of any Specialized Service, provided that RIFLUXYSS notifies you of any such fees before you incur it. Subject to the foregoing, you agree to pay any fees incurred by you. In the event that you have elected to receive Specialized Service for a fee or Renew the Specialized Service that you have already subscribed to, and you fail to pay such fees within the stipulated time.
  26. Immediate for a new User for Specialized Service.
  27. Date of expiry of Specialized Service in case of Renewal; then in addition to all other remedies available to RIFLUXYSS, RIFLUXYSS may immediately cease providing all/any Specialized Service.

4. USER AND USER ACCOUNTS

By creating a User Account, you agree to complete the registration process by providing current, complete, and accurate information as required by RIFLUXYSS. You are not allowed to use another user's account without the other user's written permission. You are responsible for maintaining the accuracy, completeness and confidentiality of your Account Information. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Account Information secure. You are responsible for all activities that occur under your account. You agree to notify RIFLUXYSS immediately of any unauthorized use of your account or any other breach of security. RIFLUXYSS will not be liable for any loss that you may incur as a result of someone else using your account, either with or without your knowledge. In addition, you may be held liable for any losses incurred by RIFLUXYSS or another party due to someone else using your account. You may not use anyone else's account at any time.

The detail of the type of User Accounts currently supported and services by RIFLUXYSS is provided in the User Service Agreement.

When you register a Free User Account in RIFLUXYSS, you will be provided with a reduced number of Services with various limitations as detailed in User Service Agreement. These limitations will exist till the time you purchase the full range of Service from RIFLUXYSS by Payment of Fees.

In the case of failure to renew the Specialized Service, your account will be automatically converted to a Free User Account and the limitations of the Free User Account will stay in full effect. This downgrading of User Account can cause data loss and you are fully responsible for this loss.

Specialized Service may be purchased by the Payment of Fees and will be for a designated Term period and RIFLUXYSS grants a non-transferable license to the Authorized User for the Use of Specialized Service for one User Account for the designated Term duration on Payment confirmation. Further use of Specialized Service is offered to you only on completion of Renewal of Service by completing Payment of Renewal Fees. You also here by agree that each User Account may be operated only by the Authorized User for whom the account has been registered.

Creating a User Account may include certain communications from RIFLUXYSS, such as service announcements, administrative messages and newsletters, which are part of the Services, and you may not be able to opt out of receiving them until you cancel your account.

BY CREATING A USER ACCOUNT AND ACCEPTING THIS AGREEMENT, YOU ALSO GRANT AN IRREVOCABLE LICENSE TO RIFLUXYSS TO USE YOUR ACCOUNT INFORMATION, INCLUDING YOUR EMAIL ADDRESS TO SEND MESSAGES TO OTHER USERS, REPRESENTING YOU FOR THE SOLE PURPOSE OF INCREASING THE VISIBILITY OF YOUR USER ACCOUNT TO THE OTHER USERS AND PROVIDING OPTIONS TO OTHER USERS EASILY ACCESS THE FUNCTIONS NEEDED FOR ENHANCING YOUR USER ACCOUNT INCLUDING BUT NOT LIMITING TO; TESTIMONIAL INVITATION MESSAGES, TESTIMONIAL MESSAGES, CONNECTION REQUEST MESSAGES, CONNECTION MESSAGES, REFERRAL REQUEST MESSAGES, REFERRAL PROVIDING MESSAGES, AND APPRECIATION MESSAGES.

RIFLUXYSS may, without prior notice, immediately suspend or terminate your account, access to any associated Content, and your license to the Services, with or without cause, and for any reason whatsoever, and in RIFLUXYSS’s sole discretion. RIFLUXYSS may delete any and all Content associated with an account. RIFLUXYSS shall not have any liability to you or any third party arising from or related to any termination of your account(s), any associated Content, or access to the Services. Termination of your account does not terminate the effectiveness of these Terms, which will continue to govern after termination of your account. If for some reason these Terms are deemed by applicable law to have terminated or expired (despite the fact that they cannot be terminated by you), then all terms and conditions that are protective of RIFLUXYSS’s rights and remedies, or that limit RIFLUXYSS’s liability, will be deemed to survive.


5. FEES AND PAYMENTS
5.1 Fees

RIFLUXYSS shall invoice User for the Fees as set forth on the applicable Order Form as and when required. All Fees shall be stated in United States dollars and shall be payable in United States dollars. User shall pay RIFLUXYSS this fees set forth on the Order Form for use of Specialize Service in advance of using the Service. All invoices shall be payable within Due Date stipulated in the Order Form. Fees are based on Services purchased and payment obligations are non-cancelable and fees paid are non-refundable. 
USER HEREBY AGREES THAT EACH PURCHASE MADE BY PAYMENT THROUGH THE ORDER FORM WILL GRANT THE USER A SINGLE LICENSE FOR THE ITEM THAT IS PAID FOR AND EACH PAYMENT IS MADE IN ADVANCE FOR USAGE OF SPECIALIZED SERVICE THAT IS PAID FOR. 
In case of Renewal of Specialized Service, for each subsequent invoice during the term, RIFLUXYSS will invoice User, payable in advance for the number of months remaining in the Initial Term or then current Renewal Term. Any disputed amounts shall not affect payment of non-disputed amounts. User will provide RIFLUXYSS with valid and updated credit card information, or with a valid PayPal account that is reasonably acceptable to RIFLUXYSS. If User provides credit card information to RIFLUXYSS, User authorizes RIFLUXYSS to charge such credit card for all Services listed in the Order Form for the initial subscription term and any Renewal Term as well as the payment for any other Specialized Service. If the Order Form specifies that payment will be by a method other than a credit card, RIFLUXYSS will invoice User in advance, in accordance with the billing frequency stated on the applicable Order Form, and unless otherwise stated on the order form, you shall pay all amounts invoiced within the time period set forth in the invoice. In the event of any action by RIFLUXYSS to collect any amount not paid when due, User will pay or reimburse RIFLUXYSS’s costs of collection (including, without limitation, any attorneys’ fees and court costs).

5.2 Taxes

All fees are net. User will pay or reimburse all taxes, duties and assessments, if any due, based on or measured by amounts payable to RIFLUXYSS in any transaction between User and RIFLUXYSS under the Agreement (excluding taxes based on RIFLUXYSS’s income) together with any interest or penalties assessed thereon. You are responsible for paying all taxes associated with any and all of your purchases on RIFLUXYSS Site and other related applications for which RIFLUXYSS is responsible. For any payment for which, RIFLUXYSS has the legal obligation to pay or collect taxes for which you are responsible, the appropriate amount shall be invoiced to and paid by you.

6. LICENSE
6.1 General Terms

SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE HEREBY GRANTED A NON-EXCLUSIVE, LIMITED, PERSONAL SINGLE-USER LICENSE TO USE THE SERVICE. RIFLUXYSS RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN IN THE SERVICE. 
You agree hereby that RIFLUXYSS may terminate this license at any time for any reason or no reason and in the event of a termination for which, RIFLUXYSS is responsible for, appropriate refunds decided by RIFLUXYSS, based on the use of Specialized Services and remaining Service usage Term, would be provided to the User.
 Subject to the Agreement, You, the User hereby grants RIFLUXYSS a worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and index User’s Data in order to provide the Services. Subject to the limited rights expressly granted hereunder, RIFLUXYSS reserves all right, title and interest in and to the Services including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth here in. Nothing contained herein shall be deemed to grant either party any right, title or interest in or to the other’s trademarks other than the limited rights granted herein. Upon termination of this Agreement, each Party shall promptly cease to use all the other party’s trademarks except as permitted pursuant to another agreement between the parties.

6.2 License Restrictions

The License does not include the right to:

  1. Enable any person or entity other than the Licensed User to access, modify and use the Services including the Specialized Service;
  2. Copy, create, build, develop, redesign, enhance, modify or remodel any derivative or competitive website, system, mobile application, work based upon the Site and Service;
  3. Engage in, permit or suffer to continue any unauthorized copying, reselling or distribution of the Services or any other RIFLUXYSS assets or infrastructure including Site and Technology;
  4. Grant any sublicense or other rights to the Services or RIFLUXYSS Technology;
  5. Reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any Software; or
  6. Remove, obscure or alter any Intellectual Property Rights notice related to the Site and its software, the Services or the RIFLUXYSS Technology.
7. TERM AND TERMINATION
7.1 Term

The Term of this Agreement for Specialized Service will commence as of the Effective Date set forth in the Order Form or Payment Receipt and, unless specified otherwise in the Order Form or Payment Receipt, will end on the Effective End Date set forth in the Order Form or Payment Receipt, or upon earlier termination in accordance with Sections 7.2 or 7.3 below. After the Initial Term of Specialized Service, this Agreement will automatically renew for subsequent renewal terms if you have registered for automatic renewals or will renew with the same terms on payment of renewal fees unless you give RIFLUXYSS written notice of non-renewal at least 30 days prior to the end of the then-current term or on non-payment of the renewal fees. In the event of non-renewal, your account will be automatically converted to a Free User Account and all the access to Specialized Service will be terminated without prejudice until the time a renewal is made.

7.2 Termination by RIFLUXYSS

RIFLUXYSS may terminate the Specialized Service and convert your account to a Free User Account:

  1. If you default in the timely payment of any amounts due to RIFLUXYSS;
  2. Upon bankruptcy filing by User.

However, RIFLUXYSS will terminate all your access to Site and all related services immediately if you breach any provisions, clauses and terms of this Agreement.

7.3 Termination by You

You may terminate the Agreement:

  1. In the event of a material breach by RIFLUXYSS of any provision of the Agreement and RIFLUXYSS fails to cure such breach within thirty (30) days of written notice; or
  2. Upon RIFLUXYSS’s bankruptcy, reorganization or assignment for the benefit of creditors.
7.4 Effect of Termination

If the Agreement is terminated pursuant to this Section 7, then, unless otherwise specifically provided for in writing by both the parties, the following will apply:

  1. You will immediately cease the access and use of Site unless it is publicly accessible to use on the Site or you are availed with the use of Site by virtue of a Free User Account.
  2. Any license rights granted to you with respect to the Services, the Site and/or RIFLUXYSS Technology will terminate as of the effective date of the termination of this Agreement;
  3. Unless otherwise agreed upon by the parties, RIFLUXYSS will have no obligation to provide the Services to you after the effective date of the termination of this Agreement; and
  4. RIFLUXYSS will provide you a downloadable document file containing the relevant content on your account after receiving a written request and within twenty (20) days following the date of termination of this Agreement, at which point the data shall be deleted from the Site. RIFLUXYSS has no obligation to make such data available more than twenty (20) days following the date of termination or to maintain copies of this Data.
8. INTELLECTUAL PROPERTY
8.1 RIFLUXYSS Platform

As between You and RIFLUXYSS, RIFLUXYSS retains all right, title and interest in and to the RIFLUXYSS Site, Platform and all related Applications and except for the limited rights and licenses granted to you pursuant to this Agreement and subject to the applicable obligations and restrictions set forth herein, nothing shall be construed to restrict, impair, encumber, alter, deprive or adversely affect the RIFLUXYSS Platform or any of RIFLUXYSS's rights or interests therein or any other RIFLUXYSS intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials or rights, tangible or intangible. Except for your User Content, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (termed and referred earlier as “RIFLUXYSS Content”), and all Intellectual Property Rights related thereto, are the exclusive property of RIFLUXYSS and its licensors. 


8.2 Rights for Related Content

RIFLUXYSS reserves all rights not expressly granted in this Agreement. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the RIFLUXYSS Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited. You have the opportunity to submit suggestions, comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Suggestion”). By submitting any suggestion, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place RIFLUXYSS under any fiduciary or other obligation, that we are free to disclose the Suggestion on a non-confidential basis to anyone or otherwise use the Suggestion without any additional compensation to you. You acknowledge that, by acceptance of your submission, RIFLUXYSS does not waive any rights to use similar or related suggestion previously known to RIFLUXYSS, or developed by its employees, or obtained from sources other than you.

9. CONFIDENTIALITY AND SECURITY
9.1 Confidential Information

As used herein, “Confidential Information” means all information, data and financial information relating to the business, commercial strategies, pricing, personnel, customers, products or services disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), but excludes any information that the Receiving Party proves (a) was lawfully in the Receiving Party's possession before receiving it from the other party; (b) is provided in good faith to the Receiving Party by a third party without breaching any rights of the discloser or any other party, or (c) is or becomes generally available to, or accessible by, the public through no fault of recipient, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party will keep the other party's Confidential Information strictly confidential, and will not: (a) use it or take any benefit from it except as required to perform or receive the Services, or (b) disclose it to anyone unless the other party consents or unless the recipient is required by law or court order to do so.

9.2 Security Requirements

RIFLUXYSS has implemented technical and organizational measures consistent with the prevailing industry standards designed to secure User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, RIFLUXYSS cannot guarantee that unauthorized third parties will never be able to defeat those measures or use User Content for improper purposes and for which, RIFLUXYSS absolves no responsibility and liability whatsoever.

9.3 Protection of Confidential Information

Except as otherwise permitted in writing by the Disclosing Party: (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement.

10. LIMITATIONS OF LIABILITY

EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.


RIFLUXYSS has the right at any time to change, modify, correct, add to, discontinue, or retire any aspect or feature of the Service, including, but not limited to, hours of availability, equipment needed for access or use, or the availability of the Website (or any part thereof) on any particular device or communications service. RIFLUXYSS has no obligation to provide you with notice of any such changes, and RIFLUXYSS is under no obligation to provide you with any support, error corrections, updates, upgrades, bug fixes, and/or enhancements of the Service. RIFLUXYSS shall not be liable to you or to any third party or any claims or damages related to any modification, suspension or discontinuance of any of the Services.

10.1 SITE AS IS

THE SITE IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT RIFLUXYSS MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. USE OF THE SERVICES IS AT YOUR SOLE RISK. RIFLUXYSS MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, RIFLUXYSS IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE SITE'S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS, METRICS OR REVIEW FILTER FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE. 
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN, INCLUDING BUT NOT LIMITED TO ANY BREACH OF SECTION 9.


10.2 THIRD PARTY LIABILITY

RIFLUXYSS MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SITE OR THE SITE'S USERS. ACCORDINGLY, RIFLUXYSS IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK. 


10.3 DISCLAIMER AND WARRANTY

RIFLUXYSS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF RIFLUXYSS SHALL CREATE A REPRESENTATION OR WARRANTY..

10.4 REMEDY

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.

10.5 MAXIMUM AGGREGATE LIABILITY

RIFLUXYSS'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR THESE TERMS IS TO A MAXIMUM AMOUNT OF ONE HUNDRED US DOLLARS ($100).

10.6 GENERAL DISCLAIMER

RIFLUXYSS DISCLAIMS LIABILITY FOR ANY; INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA.

The laws of some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, if such laws apply to your use of the Services, some of the above limitations may not apply to you. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. The Service is controlled and operated from its facilities in the United States. RIFLUXYSS makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless RIFLUXYSS, its subsidiaries, affiliates, officers, agents, employees, advertisers and partners from all liabilities, claims, damages (actual and consequential), losses, and expenses, including reasonable attorneys' fees that arise from your use of the Service, arising out of or relating to:

  1. Content you submit, post, transmit or otherwise make available through the Services, and any Content you receive through the Services;
  2. Use of the Services by you or under your account;
  3. Your violation of any law, rule or regulation of the United States or any other country;
  4. Your violation of these Terms;
  5. Any other party’s access and use of the Service with your unique username, password or other appropriate security code; or
  6. Your violation of any third party rights. RIFLUXYSS reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with RIFLUXYSS in asserting any available defenses. You agree that the provisions in this paragraph will survive any termination of your accounts with us or your use of the Service.
12. GOVERNING LAW AND JURISDICTION

The Service is controlled and operated by RIFLUXYSS from the State of California, in the United States of America, regardless of where its servers may be located, from time to time. For any dispute you have with RIFLUXYSS, you agree to first contact RIFLUXYSS at the following physical address or using this contact form and attempt to resolve the dispute with us informally.


RIFLUXYSS SOFTWARES LLC
29300 Kohoutek Way Ste# 110
Union City CA 94587

If RIFLUXYSS has not been able to resolve the dispute with you informally, both the parties agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms shall be resolved exclusively by California State or federal courts, in the Alameda County, applying California law, regardless of any principles of conflicts of law. By your use of this Site, you waive any jurisdictional, venue or inconvenient forum objections to such courts for purposes of resolving these disputes. 
Although the Site may be available worldwide, you understand and agree that the law of your home jurisdiction may provide protections not provided in the United States, and that by visiting the Site, you unequivocally and unambiguously agree to submit and adjudicate any disputes which arise out of such use pursuant to the terms and conditions stated in this Choice of Law and Jurisdiction clause. You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under these must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.

All notices for claims and arbitration hereunder shall be in writing and shall be deemed to have been given upon: personal delivery, certified mail with return receipt, or courier with signed receipt.

Any other form of communication shall not be sufficient for any claim.


YOU IRREVOCABLY WAIVE ALL RIGHTS TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF AND AGREE TO LIMIT YOUR CLAIMS TO CLAIMS FOR MONETARY DAMAGES (IF ANY). THESE TERMS, INCLUDING THE PRIVACY POLICY AND OTHER TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE OR POSTED BY RIFLUXYSS ON ITS WEB SITE, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND RIFLUXYSS AND GOVERN YOUR USE OF THE SERVICES, SUPERSEDING ANY PRIOR AGREEMENTS BETWEEN YOU AND RIFLUXYSS WITH RESPECT TO THE SERVICES.


The failure of RIFLUXYSS to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND INVOUCH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

13. PRIVACY

User Content is subject to our privacy policy (currently found at www.RIFLUXYSS.com/privacy.html), which we may update from time to time (“Privacy Policy”). You should review the Privacy Policy. You consent to the collection, use and disclosure of this information as set forth in the Privacy Policy, including the transfer of this information to the United States or other countries for storage, processing, and use as further described in the Privacy Policy. RIFLUXYSS will not provide your Account Information, or your Content, to anyone, even next of kin, unless we determine that we are legally obligated to do so. RIFLUXYSS may from time to time engage certain affiliates or other third parties to provide technical or other services relating to all or part of the Service to you, and you hereby agree that such third party involvement is acceptable.

14. GENERAL TERMS
14.1 Notification

RIFLUXYSS reserves the right to determine the form and means of providing notifications to you, and you agree to receive any notice, request, approval and permission electronically if RIFLUXYSS so choose.

14.2 Amendment

RIFLUXYSS may revise these Terms from time to time and the most current version will always be posted on Site. If a revision, in RIFLUXYSS's sole discretion, is material you will be notified. By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, you shall immediately cease accessing or using RIFLUXYSS Service.

14.3 Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by RIFLUXYSS without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void.


14.4 Relationship of the Parties

Each Party is an independent contractor and each Party's personnel are not employees or agents of the other Party for federal, state or other tax purposes or any other purposes whatsoever. Nothing in this Agreement shall be construed or deemed to neither constitute, create, give effect to or otherwise recognize a joint venture, partnership, business entity of any kind, nor constitute one Party an agent of the other Party. There are no third party beneficiaries, actual or intended, under this Agreement.

14.5 Entire Agreement/Severability

These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with RIFLUXYSS in connection with the Service, Site or related application, shall constitute the entire agreement between you and RIFLUXYSS concerning the Service. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

14.6 Force Majeure

Neither party will be in default or liable for any delay or failure to comply with this Agreement due to any act beyond the control of the affected party, provided such party immediately notifies the other.

14.7 No Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and RIFLUXYSS's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

14.8 Counterparts

This Agreement may be executed in two or more counterparts, including execution evidenced by Your “clicking” on the “button” or by the access of our website’s “Sign Up” or “Get Quote” buttons on Site in connection with the acceptance of the Services, registration, purchase in which event RIFLUXYSS’s execution will be deemed to occur at the same time, each of which shall be deemed to be an original and each of which together shall constitute a single instrument.