These Terms of Use apply when you use the Sandbox (“Services”) offered by Sunlight Technologies, Inc. d/b/a Readyly (“Readyly”). Our Privacy Policy explains how we collect and use personal information. EXCEPT (I) AS EXPLICITLY SET FORTH IN THESE TERMS OR (II) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND READYLY WILL BE RESOLVED SOLELY BY ARBITRATION ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.

1. Registration and Access. You must be at least 18 years old to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You warrant that (1) you are an authorized representative of the company who owns the URL provided in the form, as well as the intellectual property contained therein (collectively the “Website”), and (2) you are authorized to grant, and you hereby do grant, Readyly permission to access the Website by automated means to train and provide the Services based on the information available through the Website. You may not make your Services access link available to others outside your organization, and you are responsible for all activities that occur using your access link. Readyly, at its sole discretion, may revoke your access to the Services at any time and for any or no reason. 

2. Usage Requirements

Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates and licensors own all rights, titles, and interests in and to the Services.

Feedback. We appreciate feedback, comments, ideas, proposals, and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.

Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use the Services to develop products or services that compete with Readyly; (iv) use any method to extract data from the Services, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the Services; (v) represent that Output (defined below) was human-generated when it is not; or (vi) buy, sell, or transfer Services without our prior consent. 

3. Content

Your Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input, and you represent that you have all rights and permissions needed to provide Input to the Services. Subject to your compliance with these Terms, Readyly hereby assigns to you all its right, title and interest in and to Output. Readyly may use Content as necessary to provide, maintain, and improve the Services, for other research and development purposes, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.

Generative Tools. The Services and certain third-party services we rely on may use artificial intelligence tools and other technology (the “Generative Tools”) to generate Output. You acknowledge that your use of the Generative Tools may involve access to your Inputs and Outputs by the relevant third-party services. You understand that due to the nature of the Generative Tools, Outputs may not be unique, and it is possible that the Generative Tools may generate the same or similar Output for other users if the Inputs are similar. You acknowledge that the use of such Generative Tools may affect your ability to obtain or enforce any intellectual property rights in or to the Output.  

You acknowledge that Generative Tools are rapidly evolving and may produce Output that is inaccurate, unreliable, inappropriate, infringing, or otherwise unsuitable or that does not meet your expectations. 

You agree not to use the Generative Tools or the resulting Output in a manner that may infringe upon or violate the rights of any third party or violate any applicable laws, rules, or regulations, or these Terms, and you acknowledge and agree that (1) you are solely responsible for vetting and evaluating the accuracy, appropriateness, legality, and suitability for your use of any Output before using it, including evaluating whether such use will infringe upon or violate the rights of others; and (2) you assume all risk associated with your use of the Generative Tools and its resulting Output and that Readyly will have no liability for such use. 

Copyright Complaints. If you believe that your intellectual property rights have been infringed, please send notice to legal@readyly.com. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.

Written claims concerning copyright infringement must include the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;

• A description of the copyrighted work that you claim has been infringed upon;

• A description of where the material that you claim is infringing is located on the site;

• Your address, telephone number, and e-mail address;

• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

4. Confidentiality & Security.

Confidentiality. You may be given access to Confidential Information of Readyly, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Readyly, its affiliates, or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Readyly and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Readyly and provide details of the vulnerability or breach.

5. Term and Termination

Termination. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason at any time.

Effect on Termination. Upon termination, you will stop using the Services, and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms, which by their nature should survive termination or expiration, should survive, including but not limited to Sections 3 –7.

6. Indemnification; Disclaimer of Warranties; Limitations on Liability.

Indemnity. You will defend, indemnify, and hold harmless Readyly, our affiliates, and our personnel from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.

Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) WITH RESPECT TO THE SERVICES AND DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED FIFTY DOLLARS ($50). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND READYLY TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND Readyly FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND READYLY AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. READYLY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.

(a)  Informal Dispute Resolution Prior to Arbitration. For any dispute or claim that you have against Readyly, that Readyly has against you, or that you have or Readyly has  arising from or relating to these Terms, our Services, or any aspect of the relationship between you and Readyly as relates to these Terms, our Services, including any privacy or data security claims, (collectively, “Claims”, and each a “Claim”), you and Readyly agree to attempt to first resolve the Claim informally via the following process:

·       If you assert a Claim against Readyly, you will first contact Readyly by sending a written notice of your Claim (“Claimant Notice”) to Readyly by email to legal@readyly.com. The Claimant Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.

·       If Readyly asserts a Claim against you, Readyly will first contact you by sending a written notice of Readyly’s Claim (“Readyly Notice”), and each of a Claimant Notice and Readyly Notice, a “Notice”) to you via email to the primary email address associated with your account. The Readyly Notice must (i) include the name of a Readyly contact and the contact’s email address and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.

·       If you and Readyly cannot reach an agreement to resolve the Claim within thirty (30) days after you or Readyly receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or Readyly first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.

(b) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or Readyly, including any disputes in which you or Readyly seek injunctive or other equitable relief for the alleged unlawful use of your or Readyly’s intellectual property or other infringement of your or Readyly’s intellectual property rights (“IP Claims”), all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with this Section 7 will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

(c)  Federal Arbitration Act.  These Terms affect interstate commerce, and the enforceability of this Section 7 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.

(d) Arbitration Procedure.  All Claims must be submitted to the American Arbitration Association (the “AAA”) and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA.  The then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures, which are available on the AAA’s website (adr.org), as amended by these Terms as follows, will apply to any arbitration between you and Readyly:

o   YOU AND READYLY AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND READYLY ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.  The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against Readyly or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

o   Any in-person appearances will be held in County of New York, New York.

o   You and Readyly agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and Readyly agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.

o   The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

o   The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against Readyly or against you by the same or coordinated counsel or are otherwise coordinated.

§  In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and Readyly understand and agree that when twenty-five (25) or more similar claims are asserted against Readyly or you by the same or coordinated counsel or are otherwise coordinated resolution of your or Readyly’s Claim might be delayed.

§  For such coordinated actions, you and Readyly also agree to the following coordinated bellwether process. Counsel for claimants and counsel for Readyly shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings. The remaining cases shall be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. 

§  A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. 

§  This bellwether process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. 

§  The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time your or Readyly’s case is selected for a bellwether process, withdrawn, or otherwise resolved. 

§  A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Readyly or you.

(e)  One Year to Assert Claims.  To the extent permitted by law, any Claim by you or Readyly relating in any way to these Terms, our Services, or any aspect of the relationship between you and Readyly as relates to these Terms or our Services, must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you and Readyly will not have the right to assert the Claim.

(f)   Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing us with notice of your decision to opt-out via email at legal@readyly.com. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 8.

(g) Rejection of Future Arbitration Changes.  You may reject any change we make to this Section 7 (except address changes) by personally signing and sending us notice within 30 days of the change via email at legal@readyly.com. If you do, the most recent version of Section 7 before the change you rejected will apply.

(h)  Severability. If any portion of this Section 7 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 7 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 7; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 7 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 7 will be enforceable.

(i)    Notwithstanding anything to the contrary in the Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding the Terms either by following the arbitration procedure detailed above in this Section 7 of the Terms or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.

8. General Terms.

Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and Readyly or any of Readyly’s affiliates. Readyly and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

Use of Brands. You may not use Readyly’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.

U.S. Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.

Modifications. We may amend these Terms from time to time by posting a revised version on the website or providing an in-service notification. Changes will become effective. All changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.

Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Readyly accepts service of process at this address:

Sunlight Technologies, Inc.

4 Post Office Lane, Unit 663

Greens Farms, CT 06838

Waiver and Severability. If you do not comply with these Terms, and Readyly does not take action right away, this does not mean Readyly is giving up any of our rights. Except as provided in Section 8, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists. You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Readyly and its affiliates, and Readyly shall have the right to seek injunctive relief against you in addition to any other legal remedies.

Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and Readyly regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Readyly on that subject.

Jurisdiction, Venue and Choice of Law. These Terms will be governed by the laws of the State of New York, excluding New York’s conflicts of law rules or principles. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of New York County, New York, USA.