Readyly Terms of Service
Last Updated: March 30, 2022
These Terms of Service (“Terms”) apply to your access to and use of the website (collectively, the “Website”) provided by Sunlight Technologies Inc. d/b/a Readyly and Readyly’s subsidiary Sunlight Technologies India Pvt Ltd (collectively, “Readyly” or “we”). By using our Website, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 15. If you do not agree to these Terms, do not use our Website.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Website or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Website after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Website.
If you have any questions about these Terms or our Website, please contact us at email@example.com.
For information about how we collect, use, share or otherwise process information about you, please contact us at firstname.lastname@example.org.
You must be at least 18 years of age to use our Website. If you use our Website on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
3. User Accounts and Account Security
You may need to register for an account to access some or all of our Website. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
4. User Content
Definition and Ownership
Our Website may allow you and other users to create, post, store and share content, including messages, comments, stories, text, and other materials of yourself or your end customers (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and Readyly.
You grant Readyly and its subsidiaries and its independent contractors, service providers, and consultants a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username, social media handle, voice, or likeness embodied in or provided in connection with your User Content in any manner in connection with our Website in all media formats and channels now known or later developed without compensation to you. Depending on your account settings, when you post or otherwise share User Content on or through our Website, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. If Readyly conducts automated scanning of User Content in order to provide the Website, the license granted by you to such content extends to such scanning.
You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.
Waiver of Responsibility and Liability
Readyly takes no responsibility and assumes no liability for any User Content posted, stored, uploaded, accessed or downloaded by you or any third party, or for any loss or damage thereto, incomplete or inaccurate User Content, or for any user conduct, nor is Readyly liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Enforcement of the User Content or conduct rules set forth in these Terms is solely at Readyly’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that our Website will not contain any content that is prohibited by such rules. As a provider of interactive services, Readyly is not liable for any statements, representations or User Content provided by its users in any public forum or other area. Although Readyly has no obligation to screen, edit or monitor any User Content, Readyly reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on our Website at any time and for any reason without notice.
5. Prohibited Conduct and Content
You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Website. You will not:
Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
Use or attempt to use another user’s account without authorization from that user and Readyly;
Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
Sell, resell or commercially use our Website;
Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Website, except as expressly permitted by us or our licensors;
Modify our Website, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Website;
Use our Website other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Website or that could damage, disable, overburden or impair the functioning of our Website in any manner;
Reverse engineer any aspect of our Website or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Website;
Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Website that you are not authorized to access;
Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Website;
Develop or use any applications that interact with our Website without our prior written consent;
Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
Bypass or ignore instructions contained in our robots.txt file; or
Use our Website for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
You may also post or otherwise share only User Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store or share any User Content that:
Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
Impersonates, or misrepresents your affiliation with, any person or entity;
Contains any unsolicited promotions, political campaigning, advertising or solicitations;
Contains any private or personal information of a third party without such third party’s consent;
Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Website, or may expose Readyly or others to any harm or liability of any type.
Enforcement of this Section 5 is solely at Readyly’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 5 does not create any private right of action on the part of any third party or any reasonable expectation that the Website will not contain any content that is prohibited by such rules.
6. Ownership; Limited License
The Website, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Readyly or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Website are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Website, subject to additional terms that may apply to specific Website. Any use of the Website other than as specifically authorized herein or in any applicable terms for such Website, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Readyly or our Website (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Readyly’s sole discretion. You understand that Readyly may treat Feedback as non confidential.
8. Third-Party Content
We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Website (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Readyly does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
9. Third-Party Services and Third-Party Vendors
As part of our Website, Readyly may provide (a) technology or other products or services by third-party vendors, including video calling tools that may be used to enable us to provide our Website or (b) information about or links to third-party products or services on our Website (collectively, "Third-Party Services").
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Readyly and our subsidiaries, and each of our respective independent contractors, service providers, consultants, successor organizations, and each of its and their respective officers, directors, agents, partners and employees (individually and collectively, the “Readyly Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Website; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Website. You agree to cooperate with Readyly Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Readyly Parties will have control of the defense or settlement, at Readyly's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Readyly or the other Readyly Parties.
Your use of our Website is at your sole risk. Except as otherwise provided in a writing by us, our Website and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Readyly does not represent or warrant that our Website are accurate, complete, reliable, current or error-free. While Readyly attempts to make your use of our Website and any content therein safe, we cannot and do not represent or warrant that our Website or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Website.
12. Limitation of Liability
To the fullest extent permitted by applicable law, Readyly and the other Readyly Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Readyly or the other Readyly Parties have been advised of the possibility of such damages.
The total liability of Readyly and the other Readyly Parties for any claim arising out of or relating to these Terms or our Website, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use our Website.
The limitations set forth in this Section 12 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Readyly or the other Readyly Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
User Content Release
Except where prohibited by applicable law, by submitting User Content to us, you are waiving and agreeing not to assert any copyrights or "moral" rights or claim resulting from our alteration of the User Content or any Recordings. You hereby release and discharge Readyly and its respective agents, employees and assigns, and anyone acting under their authorization, from any claims that use of any User Content or Recordings as authorized herein violates any of your rights, including without limitation any rights of publicity or privacy and intellectual property rights. You understand that you will not be entitled to any additional compensation for the permission and release granted herein or for the use of any of User Content or Recordings as authorized herein.
To the fullest extent permitted by applicable law, you release Readyly and the other Readyly Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.
If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
14. Transfer and Processing Data
In order for us to provide our Website, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
15. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Readyly and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.
No Representative Actions. You and Readyly agree that any dispute arising out of or related to these Terms or our Website is personal to you and Readyly and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Arbitration of Disputes. Except for small claims disputes in which you or Readyly seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Readyly seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Readyly waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Website resolved in court. Instead, for any dispute or claim that you have against Readyly or relating in any way to the Website, you agree to first contact Readyly and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Readyly by email at email@example.com. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Readyly cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration. Arbitration proceedings will be held in [New York County, New York] or may be conducted telephonically or via video conference for disputes alleging damages less than $100, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and Readyly agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS 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. The arbitrator may conduct only an individual arbitration and 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.
The arbitrator, Readyly, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and Readyly agree that for any arbitration you initiate, you will pay the filing fee and Readyly will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, Readyly will pay all JAMS fees and costs. You and Readyly agree that the state or federal courts of the State of New York and the United States sitting in New York County, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Website must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Readyly will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 15 by emailing us at firstname.lastname@example.org. In order to be effective, the opt-out notice must include your full name and address and 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 16.
If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; and (c) 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, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 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 15 will be enforceable.
16. Governing Law and Venue
Any dispute arising from these Terms and your use of the Website will be governed by and construed and enforced in accordance with the laws of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of New York and the United States, respectively, sitting in New York County, New York.
17. Modifying and Terminating our Website Services
We reserve the right to modify our Website or to suspend or stop providing all or portions of our Website at any time. You also have the right to stop using our Website at any time. We are not responsible for any loss or harm related to your inability to access or use our Website.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
These Terms constitute the entire agreement between you and Readyly relating to your access to and use of our Website. Notwithstanding any other provisions of these Terms, Sections 3, 4, 6, 7 9, 10, 11, 12, 13, 15, 16, 17, 18, and 19. survive any expiration or termination of these Terms. The failure of Readyly to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or our Website, in whole or in part, without your prior written consent.