Last Updated: August 14, 2023

These Terms of Service ("Terms") apply to your access to and use of (i) the website located at https://www.readyly.com/ (or any successor links) and all associated web pages, websites, and social media pages (collectively, the "Website") provided by Sunlight Technologies, Inc. d/b/a Readyly, including its subsidiaries and affiliates (collectively, "Readyly," "we," "our," or "us"),  (ii) Readyly or third-party applications that may be downloaded to your device (each an "App") and (iii) online services (including the Website, the App, Sandbox (as defined in Section 21 below) and other online products or services made available by Readyly from time to time, together the "Services").

BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 15, (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 15, OR (III) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND READYLY WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. If you do not agree to these Terms, do not use the Services.

We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of the Services ("Supplemental Terms"). Any Supplemental Terms become part of your agreement with us if you use the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

We may make changes to these Terms. The "Last Updated" date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through the Services, 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 the Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Services. Any changes to these Terms will not apply to any dispute between you and us arising prior to the date on which we posted the updated Terms incorporating such changes or otherwise notified you of such changes.

1                 Eligibility and Use Restrictions

(a) Authorization.

If you use the Services on behalf of another person or entity, (i) all references to “you” throughout these Terms (other than in this Section 1(a)) will include that person or entity, (ii) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (iii) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us.

(b) Jurisdiction.

You may only use the Services in jurisdictions authorized by Readyly.

(c) Use and Sharing.

The Services are provided to you only for your internal business use and not for the benefit or use of any third party. Readyly may enable you to designate authorized individuals ("Authorized Users") to use the Services, and if so, only Authorized Users may use the Services. You will be solely responsible for your Authorized Users and their activity in connection with the Services.

2                 Your Information

You may provide certain information to Readyly in connection with your access or use of the Services, or we may otherwise collect certain information about you when you access or use the Services. You agree to receive emails, SMS or text messages, and other types of communication from Readyly via the Services using the email address or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to Readyly in connection with the Services is accurate.

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy at https://www.readyly.com/privacy (or any successor link).

3                 Accounts

Authorized Users may create accounts to use some or all of the Services. You will ensure that your Authorized Users (a) do not share their account credentials, (b) provide accurate account information and promptly update this information if it changes, and (c) use a strong password for their account that is unique to the Services and not used by that Account User in any other website or online service. You will maintain the security of any accounts created by your Authorized Users. If you discover or suspect that someone has accessed the account of one of your Authorized Users without permission, you will promptly notify Readyly. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.

4                 User Content

(a)    The Services may allow you and other users to create, post, store, and share content, including messages, comments, text and other materials (collectively, “User Content”). When you post or otherwise share User Content on or through the Services, you understand that your User Content and any associated information may be visible to others.

(b)   Except for the license you grant below, as between you and Readyly, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content. You grant Readyly a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or any third party. You hereby irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.

(c)    You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. 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;
  

• 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 the Services, or may expose Readyly or others to any harm or liability of any type.

(d)   Enforcement of this Section 4 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. This Section 4 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.

(e)    We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:

• Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms;
  

• Terminate or suspend your access to all or part of the Services, temporarily or permanently, if your User Content is reasonably likely, in our sole determination, to violate applicable law or these Terms;
  

• Take any action with respect to your User Content that is necessary or appropriate, in Readyly's sole discretion, to ensure compliance with applicable law and these Terms, or to protect Company’s rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and
  

• As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services.

5                Prohibited Conduct

(a)    You will not use the Services if you are not eligible to use the Services in accordance with Section 1 and will not use the Services other than for their intended purpose. Further, you will not:

• Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
  

• Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
  

• Use or attempt to use another user’s account or information without authorization from that user and Readyly;
  

• Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
  

• Sell or resell the Services;
  

• Copy, reproduce, distribute, publicly perform, or publicly display all or portions of the Services, except as expressly permitted by us or our licensors;
  

• Modify the Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon the Services;
  

• Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
  

• Reverse engineer any aspect of the Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of the Services;
  

• Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from the Services except in accordance with instructions contained in our robot.txt file and only to compile for search results. Readyly reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;
  

• Develop or use any applications or software that interact with the Services without our prior written consent;
  

• Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
  

• Link to any online portion of the Services [in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by Readyly; or
  

• Use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
  

(b)   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.  

6                 Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights therein and thereto, 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 Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors. Subject to your compliance with these Terms (including Sections 4 and 5), you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Services for internal use and solely with respect to any App, install and use such App on a device that you own or control. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights. All Apps are licensed (not sold), and if you fail to comply with any of the terms or conditions of these Terms, you must immediately cease using all Apps and remove (that is, uninstall and delete) all Apps from your device.

7                 Trademarks

Readyly, Sandbox and our logos, product or service names, slogans, and the look and feel of the Services are trademarks of Readyly and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

8                 Feedback

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 the Services (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services, or the Services in our sole discretion. Readyly will exclusively own all improvements to, or new, Readyly products or services based on any Feedback. You understand that Readyly may treat Feedback as nonconfidential.

9                 Repeat Infringer Policy; Copyright Complaints

(a)    Our Policy. In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others (our "DMCA Policy").

(b)   Reporting Claims of Copyright Infringement. If you believe that any content on the Services infringes any copyright that you own or control, you may notify Readyly's s designated agent (your notification, a "DMCA Notice") as follows:

Designated Agent:           Kris Sandor

Address:                            4 Post Office Lane, Suite 663

                                             Greens Farms, CT 06838

Telephone Number:        443-254-2264

Email Address:                  info@readyly.com

Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on the Services is infringing, you may be liable to Readyly for certain costs and damages.

10                 Third-Party Materials and Services

(a)    The Services rely on or interoperate with third-party products and services, including, without limitation, data storage services, communications technologies, IoT platforms, third-party app stores, and internet and mobile operators (collectively, "Third-Party Materials"). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of the Services. You acknowledge that (i) the use and availability of the Services is dependent on third-party product vendors and service providers and (ii) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that the Services operate.

(b)   Additionally, we may provide (i) software or other technology, products, or services from third parties (including, without limitation, Apps from third parties) or (ii) information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, "Third-Party Services"). We provide Third-Party Services as a service to those interested in such services. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Services are solely between you and the third party.

(c)    We have no obligation to monitor Third-Party Materials or Third-Party Services, and we may block or disable access to any Third-Party Materials or Third-Party Services (in whole or part) through the Services at any time. Your access to and use of such Third-Party Materials or Third-Party Services may be subject to additional terms, conditions, and policies applicable to such Third-Party Services (including terms of service or privacy policies of the providers of such Third-Party Materials or Third-Party Services). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services and any Third-Party Materials or Third-Party Services.

11                 Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Readyly and our officers, directors, agents, partners, and employees (individually and collectively, the "Readyly Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Indemnifiable Claims") arising out of or related to (a) your access to or use of the Services; (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 Services. You will cooperate with the Readyly Parties in defending third-party Indemnifiable Claims, and pay all fees, costs, and expenses associated with defending such Indemnifiable Claims (including attorneys' fees). The Readyly Parties will have control of the defense or settlement, at Readyly's sole option, of any third-party Indemnifiable 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.

12                 Disclaimers

Your use of the Services and any content or materials provided therein or therewith (including the Third-Party Materials and Third-Party Services) is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, the Services, and any content or materials provided therein or therewith (including the Third-Party Materials and Third-Party Services) are provided "as is" and "as available" without warranties of any kind, either express or implied. Readyly disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Readyly does not represent or warrant that the Services or any content provided therein or therewith (including the Third-Party Materials and Third-Party Services) are accurate, complete, reliable, current, or error-free or that access to the Services or any content provided therein or therewith (including the Third-Party Materials and Third-Party Services) will be uninterrupted. While Readyly attempts to make your use of the Services and any content provided therein or therewith (including the Third-Party Materials and Third-Party Services) safe, we cannot and do not represent or warrant that the Services or any content provided therein or therewith (including the Third-Party Materials and Third-Party Services) or the servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith (including the Third-Party Materials and Third-Party Services). All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Readyly, the Readyly Parties, and Readyly's shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.

13                 Limitation of Liability

(a)   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.

(b)   The total liability of Readyly and the other Readyly Parties for any claim arising out of or relating to these Terms or the Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use the Services giving rise to the claim.

(c)    The limitations set forth in this Section 13 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.

14              Release

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 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."

15              Dispute Resolution; Binding Arbitration

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, the Services, or any aspect of the relationship between you and Readyly as relates to these Terms, or the Services, including any privacy or data security claims (collectively, "Arbitrable Claims," and each an "Arbitrable Claim"), you and Readyly agree to attempt to first resolve the Claim informally via the following process:

• If you assert an Arbitrable Claim against Readyly, you will first contact Readyly by sending a written notice of your Arbitrable Claim ("Claimant Notice") to Readyly by certified mail addressed to 4 Post Office Lane, Suite 663, Greens Farms, CT 06838 or 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 Arbitrable Claim; and (iii) set forth the specific relief sought.
  

• If Readyly asserts an Arbitrable Claim against you, Readyly will first contact you by sending a written notice of Readyly's Arbitrable 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 Arbitrable Claim; and (iii) set forth the specific relief sought.
  

• If you and Readyly cannot reach an agreement to resolve the Arbitrable Claim within thirty (30) days after you or Readyly receives such a Notice, then either party may submit the Arbitrable 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 sends 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 Arbitrable Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Arbitrable 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 Section 15(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Arbitrable 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 15 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 (Businesses).  All Arbitrable 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:

• 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.

• Any in-person appearances will be held in the Borough of Manhattan, New York.

• 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.

• 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.

• 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 Arbitrable 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 Arbitrable Claim by you or Readyly relating in any way to these Terms, the Services, or any aspect of the relationship between you and Readyly as relates to these Terms or the Services, must be filed within one year after such Arbitrable Claim arises; otherwise, the Arbitrable Claim is permanently barred, which means that you and Readyly will not have the right to assert the Arbitrable 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 or by certified mail addressed to Sunlight Technologies, Inc., 4 Post Office Lane, Suite 663, Greens Farms, CT 06838. 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 16.

(g)    Rejection of Future Arbitration Changes.  You may reject any change we make to Section 15 (except address changes) by personally signing and sending us notice within 30 days of the change via email at legal@readyly.com or by certified mail addressed to Sunlight Technologies, Inc., 4 Post Office Lane, Suite 663, Greens Farms, CT 06838. If you do, the most recent version of Section 15 before the change you rejected will apply.

(h)   Severability. If any portion of this Section 15 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 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; 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 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.

(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 15 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.

16              Governing Law

Any Arbitrable Claims will be governed by and construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any Arbitrable Claim is not subject to arbitration pursuant to Section 15, then the state and federal courts located in the Borough of Manhattan, New York, will have exclusive jurisdiction. You and Readyly waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.

17              Modifying and Terminating The Services

We reserve the right to modify the Services or to suspend or terminate providing all or part of the Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of the Services, such as by sending an email or providing a notice through the Services. All modifications and additions to the Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by Readyly in writing. You also have the right to stop using the Services at any time, and you may terminate these Terms by ceasing use of the Services. We are not responsible for any loss or harm related to your inability to access or use the Services.

18              Severability

If any portion of these Terms other than Section 15 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

19              Export Control

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country; or (b) on any of the U.S. government lists of restricted end users.

20              Miscellaneous

(a)     Readyly's failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word "including" will be interpreted to mean "including without limitation." 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. Communications and transactions between us may be conducted electronically.

(b)   If you have a question or complaint regarding the Services, please send an email to legal@readyly.com. You may also contact us by writing to 4 Post Office Lane, Suite 663, Greens Farms, CT 06838. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us.

21              Additional Terms Applicable to Sandbox

The following additional terms apply if you use our "Sandbox" feature ("Sandbox"). For clarity, Sandbox is part of the "Services," as such term is used in these Terms, and all terms applicable to the Services apply to Sandbox.

(a)    Generative Tools. Sandbox uses artificial intelligence tools and other technology (the "Generative Tools") to generate text ("Output") in response to prompts and other input you submit to Sandbox ("Input").  Both Input and Output are considered User Content under these Terms, and as between you and Readyly, subject to the rights granted to Readyly hereunder and to the extent protectable under applicable law, you own all right, title, and interest in and to any Input and Output. The Generative Tools may include artificial intelligence and other tools and technologies provided by third parties, and you acknowledge that your use of the Generative Tools may involve access to your Inputs and Outputs by Readyly and/or such third parties and that such access may be occur pursuant to agreements you enter into with those third parties, rather than or in addition to these Terms. You understand that due to the nature of the Generative Tools, Output you generate 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.

(b)   Acknowledgement Regarding AI/ML Technology. Although we strive to improve Sandbox and the quality and accuracy of Output, you acknowledge that artificial intelligence and machine learning technologies are rapidly evolving and may produce Output that is inaccurate, unreliable, inappropriate, infringing, or otherwise unsuitable or that does not meet your expectations.

(c)    Restrictions. 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, and you acknowledge and agree that (i) 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; (ii) you assume all risk associated with your use of the Generative Tools and its resulting Output, and (iii) Readyly will have no liability for such use.

(d)   Acknowledgement Regarding Use of Output and Input. You also acknowledge and agree that we and any third parties who provide any artificial intelligence technologies used to provide the Generative Tools, may access and use your Input, Output and other User Content in order to train, improve, and develop such technologies and Sandbox or other Readyly products and services and for other research and development purposes.

END OF TERMS OF SERVICE