Welcome to the website (“Site”) of Reulay, Inc (“we”, “us”, “our” or “Reulay”). Reulay Inc develops digital experiences made available through our virtual reality software and web application (the “App”).
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
I hereby acknowledge and understand the aforementioned nature and inherent dangers and risks (whether known or unknown) associated with VR Activities and by agreeing to the Service I represent and warrant that:
Reulay Inc requires payment of a fee for use of certain portions of the Services. You may purchase a subscription via the Site (“Subscription”) for such use. When you purchase a Subscription, you expressly authorize us (or our third-party payment processor) to charge you for such purchase. We may ask you to supply additional information relevant to your purchase, including your credit card number, the expiration date of your credit card, and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a purchase, you authorize us to provide your Payment Information to third parties so we can complete your purchase and to charge your payment method for your purchase (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your purchase (such information is included within the definition of Payment Information). By initiating a purchase, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for purchases are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
You may purchase a monthly or annual Subscription. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE REULAY TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW.
If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you using the Payment Information you have provided (i) the applicable monthly or annual Subscription fee, plus any applicable taxes and other charges (“Subscription Fee”) at the beginning of your Subscription, and (ii) the then-current Subscription Fee at the beginning of each monthly or annual renewal period until you cancel your Subscription. Reulay will send you a reminder before the renewal of your Subscription in accordance with applicable law, including notice of the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Reulay. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
Reulay may offer a free trial period at the start of your Subscription for the period of time specified when you sign up (a “Free Trial Period”). By accepting a Free Trial Period, you agree that, at the end of the Free Trial Period, you will be charged the then-current Subscription Fee for a monthly or annual Subscription, as set forth in the offer for the Free Trial Period, and at the start of each subsequent renewal period (as set forth above). You authorize us to charge you using the Payment Information you provided when you accepted the offer for the Free Trial Period. We may validate your Payment Information and the payment method you provided by requesting a temporary authorization to the financial institution that issued your payment method. If we determine that your Payment Information or payment method is invalid, we may revoke your Subscription and terminate your Free Trial Period. You may cancel your Subscription, as described below in these Terms, at any time before the end of the Free Trial Period. You will not be charged a Subscription Fee if you cancel your Subscription before the end of the Free Trial Period.
YOUR PURCHASE OF A SUBSCRIPTION IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a purchase, we reserve the right to cancel your purchase for any reason; if we cancel your purchase, we’ll refund any payment you have already remitted to us for such purchase. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. You can cancel via the Site, or by sending an email to firstname.lastname@example.org with the subject line “Cancel Subscription” and including your name, email and user name associated with your Account, and your desired cancellation date in the body of the email. You will be responsible for all Subscription Fees incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then-current Subscription period and will then terminate without further charges.
DEFINITIONS. FOR PURPOSES OF THESE TERMS: (I) “CONTENT” MEANS TEXT, GRAPHICS, IMAGES, MUSIC, SOFTWARE, AUDIO, VIDEO, WORKS OF AUTHORSHIP OF ANY KIND, AND INFORMATION OR OTHER MATERIALS THAT ARE POSTED, GENERATED, PROVIDED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND (II) “USER CONTENT” MEANS ANY CONTENT THAT YOU PROVIDE TO BE MADE AVAILABLE THROUGH THE SERVICES.
RIGHTS IN-APP GRANTED BY Reulay. SUBJECT TO YOUR COMPLIANCE WITH THESE TERMS, REULAY GRANTS TO YOU A LIMITED NON-EXCLUSIVE, NON-TRANSFERABLE LICENSE, WITH NO RIGHT TO SUBLICENSE, TO DOWNLOAD AND INSTALL A COPY OF THE APP ON A MOBILE DEVICE OR COMPUTER THAT YOU OWN OR CONTROL AND TO RUN SUCH COPY OF THE APP SOLELY FOR YOUR OWN PERSONAL NON-COMMERCIAL PURPOSES. YOU MAY NOT COPY THE APP, EXCEPT FOR MAKING A REASONABLE NUMBER OF COPIES FOR BACKUP OR ARCHIVAL PURPOSES. EXCEPT AS EXPRESSLY PERMITTED IN THESE TERMS, YOU MAY NOT: (I) COPY, MODIFY OR CREATE DERIVATIVE WORKS BASED ON THE APP; (II) DISTRIBUTE, TRANSFER, SUBLICENSE, LEASE, LEND OR RENT THE APP TO ANY THIRD PARTY; (III) REVERSE ENGINEER, DECOMPILE OR DISASSEMBLE THE APP; OR (IV) MAKE THE FUNCTIONALITY OF THE APP AVAILABLE TO MULTIPLE USERS THROUGH ANY MEANS. REULAY RESERVES ALL RIGHTS IN AND TO THE APP NOT EXPRESSLY GRANTED TO YOU UNDER THESE TERMS.
ACCESSING APP FROM APP STORE. THE FOLLOWING TERMS APPLY TO ANY APP ACCESSED THROUGH OR DOWNLOADED FROM ANY APP STORE OR DISTRIBUTION PLATFORM ( EXAMPLES ARE APPLE APP STORE, GOOGLE PLAY, OCULUS STORE) WHERE THE APP MAY NOW OR IN THE FUTURE BE MADE AVAILABLE (EACH AN “APP PROVIDER”). YOU ACKNOWLEDGE AND AGREE THAT:
These Terms are concluded between you and REULAY, and not with the App Provider, and Reulay (not the App Provider), is solely responsible for the App.
The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Reulay
The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Reulay will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You must also comply with all applicable third party terms of service when using the App.
General Prohibitions and Reulay’s Enforcement Rights. You agree not to do any of the following:
POST, UPLOAD, PUBLISH, SUBMIT OR TRANSMIT ANY USER CONTENT THAT: (I) INFRINGES, MISAPPROPRIATES OR VIOLATES A THIRD PARTY’S PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, MORAL RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, OR RIGHTS OF PUBLICITY OR PRIVACY; (II) VIOLATES, OR ENCOURAGES ANY CONDUCT THAT WOULD VIOLATE, ANY APPLICABLE LAW OR REGULATION OR WOULD GIVE RISE TO CIVIL LIABILITY; (III) IS FRAUDULENT, FALSE, MISLEADING OR DECEPTIVE; (IV) IS DEFAMATORY, OBSCENE, PORNOGRAPHIC, VULGAR OR OFFENSIVE; (V) PROMOTES DISCRIMINATION, BIGOTRY, RACISM, HATRED, HARASSMENT OR HARM AGAINST ANY INDIVIDUAL OR GROUP; (VI) IS VIOLENT OR THREATENING OR PROMOTES VIOLENCE OR ACTIONS THAT ARE THREATENING TO ANY PERSON OR ENTITY; OR (VII) PROMOTES ILLEGAL OR HARMFUL ACTIVITIES OR SUBSTANCES;
USE, DISPLAY, MIRROR OR FRAME THE SERVICES OR ANY INDIVIDUAL ELEMENT WITHIN THE SERVICES, REULAY’S NAME, ANY REULAY TRADEMARK, LOGO OR OTHER PROPRIETARY INFORMATION, OR THE LAYOUT AND DESIGN OF ANY PAGE OR FORM CONTAINED ON A PAGE, WITHOUT REULAY’S EXPRESS WRITTEN CONSENT;
ACCESS, TAMPER WITH, OR USE NON-PUBLIC AREAS OF THE SERVICES, REULAY’S COMPUTER SYSTEMS, OR THE TECHNICAL DELIVERY SYSTEMS OF Reulay PROVIDERS;
ATTEMPT TO PROBE, SCAN OR TEST THE VULNERABILITY OF ANY REULAY SYSTEM OR NETWORK OR BREACH ANY SECURITY OR AUTHENTICATION MEASURES;
AVOID, BYPASS, REMOVE, DEACTIVATE, IMPAIR, DESCRAMBLE OR OTHERWISE CIRCUMVENT ANY TECHNOLOGICAL MEASURE IMPLEMENTED BY REULAY OR ANY OF REULAY’S PROVIDERS OR ANY OTHER THIRD PARTY (INCLUDING ANOTHER USER) TO PROTECT THE SERVICES OR CONTENT;
ATTEMPT TO ACCESS OR SEARCH THE SERVICES OR CONTENT OR DOWNLOAD CONTENT FROM THE SERVICES THROUGH THE USE OF ANY ENGINE, SOFTWARE, TOOL, AGENT, DEVICE OR MECHANISM (INCLUDING SPIDERS, ROBOTS, CRAWLERS, DATA MINING TOOLS OR THE LIKE) OTHER THAN THE SOFTWARE AND/OR SEARCH AGENTS PROVIDED BY REULAY OR OTHER GENERALLY AVAILABLE THIRD-PARTY WEB BROWSERS;
SEND ANY UNSOLICITED OR UNAUTHORIZED ADVERTISING, PROMOTIONAL MATERIALS, EMAIL, JUNK MAIL, SPAM, CHAIN LETTERS OR OTHER FORM OF SOLICITATION;
USE ANY META TAGS OR OTHER HIDDEN TEXT OR METADATA UTILIZING A REULAY TRADEMARK, LOGO, URL OR PRODUCT NAME WITHOUT REULAY’S EXPRESS WRITTEN CONSENT;
USE THE SERVICES OR CONTENT, OR ANY PORTION THEREOF, FOR ANY COMMERCIAL PURPOSE OR FOR THE BENEFIT OF ANY THIRD PARTY OR IN ANY MANNER NOT PERMITTED BY THESE TERMS;
FORGE ANY TCP/IP PACKET HEADER OR ANY PART OF THE HEADER INFORMATION IN ANY EMAIL OR NEWSGROUP POSTING, OR IN ANY WAY USE THE SERVICES OR CONTENT TO SEND ALTERED, DECEPTIVE OR FALSE SOURCE-IDENTIFYING INFORMATION;
ATTEMPT TO DECIPHER, DECOMPILE, DISASSEMBLE OR REVERSE ENGINEER ANY OF THE SOFTWARE USED TO PROVIDE THE SERVICES OR CONTENT;
INTERFERE WITH, OR ATTEMPT TO INTERFERE WITH, THE ACCESS OF ANY USER, HOST OR NETWORK, INCLUDING, WITHOUT LIMITATION, SENDING A VIRUS, OVERLOADING, FLOODING, SPAMMING, OR MAIL-BOMBING THE SERVICES;
COLLECT OR STORE ANY PERSONALLY IDENTIFIABLE INFORMATION FROM THE SERVICES FROM OTHER USERS OF THE SERVICES WITHOUT THEIR EXPRESS PERMISSION;
VIOLATE ANY APPLICABLE LAW OR REGULATION; OR
ENCOURAGE OR ENABLE ANY OTHER INDIVIDUAL TO DO ANY OF THE FOREGOING.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
DMCA/Copyright Policy. Reulay respects copyright law and expects its users to do the same. It is Reulay’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
Termination. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at email@example.com. Upon any termination, discontinuation or cancellation of the Services or your Account, all provisions of these Terms which by their nature should survive will survive, including without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
Warranty Disclaimers. THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
IN ADDITION, YOU UNDERSTAND AND AGREE THAT WE DO NOT OFFER MEDICAL ADVICE OR DIAGNOSES OR ENGAGE IN THE PRACTICE OF MEDICINE. THE SERVICES ARE NOT INTENDED TO BE, AND DO NOT CONSTITUTE, A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT AND ARE OFFERED FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY HEALTHCARE OR RELATED DECISIONS MADE BASED UPON DATA COLLECTED, TRANSMITTED OR DISPLAYED BY OR ON THE SERVICES, WHETHER SUCH DATA IS ACCURATE OR INACCURATE.
Indemnity. You will indemnify and hold harmless Reulay and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.
NEITHER REULAY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT REULAY OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
USE OF THE APP MAY AFFECT HEART AND BREATHING RATE, CAUSE UNINTENDED SIDE EFFECTS SUCH AS MOTION SICKNESS OR DISORIENTATION, OR AGGRAVATE PRE-EXISTING MEDICAL CONDITIONS. YOU EXPRESSLY WAIVE REULAY’s LIABILITY FOR RISKS INHERENT IN THE USE OF VIRTUAL REALITY SOFTWARE, AND REULAY WILL NOT BE LIABLE TO YOU FOR ANY CAUSE OF ACTION OR UNDER ANY THEORY OF LIABILITY ARISING FROM SUCH RISKS.
IN NO EVENT WILL REULAY TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO REULAY FOR USE OF THE SERVICES OR CONTENT OR SEVEN DOLLARS ($7), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO REULAY, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN REULAY AND YOU.
Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of DELAWARE, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and REULAY are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and REULAY each waive any objection to jurisdiction and venue in such courts.
MANDATORY ARBITRATION OF DISPUTES. WE EACH AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF OR THE USE OF THE SERVICES OR CONTENT (COLLECTIVELY, “DISPUTES”) WILL BE RESOLVED SOLELY BY BINDING, INDIVIDUAL ARBITRATION AND NOT IN A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION OR PROCEEDING. YOU AND REULAY AGREE THAT THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THESE TERMS, AND THAT YOU AND REULAY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THESE TERMS.
EXCEPTIONS AND OPT-OUT. AS LIMITED EXCEPTIONS TO “MANDATORY ARBITRATION OF DISPUTES” ABOVE: (I) YOU MAY SEEK TO RESOLVE A DISPUTE IN SMALL CLAIMS COURT IF IT QUALIFIES; AND (II) WE EACH RETAIN THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM A COURT TO PREVENT (OR ENJOIN) THE INFRINGEMENT OR MISAPPROPRIATION OF OUR INTELLECTUAL PROPERTY RIGHTS. IN ADDITION, YOU WILL RETAIN THE RIGHT TO OPT OUT OF ARBITRATION ENTIRELY AND LITIGATE ANY DISPUTE IF YOU PROVIDE US WITH WRITTEN NOTICE OF YOUR DESIRE TO DO SO BY EMAIL AT SUPPORT@REULAY.COM WITHIN THIRTY (30) DAYS FOLLOWING THE DATE YOU FIRST AGREE TO THESE TERMS.
CONDUCTING ARBITRATION AND ARBITRATION RULES. THE ARBITRATION WILL BE CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS CONSUMER ARBITRATION RULES (THE “AAA RULES”) THEN IN EFFECT, EXCEPT AS MODIFIED BY THESE TERMS. THE AAA RULES ARE AVAILABLE AT WWW.ADR.ORG OR BY CALLING 1-800-778-7879. A PARTY WHO WISHES TO START ARBITRATION MUST SUBMIT A WRITTEN DEMAND FOR ARBITRATION TO AAA AND GIVE NOTICE TO THE OTHER PARTY AS SPECIFIED IN THE AAA RULES. THE AAA PROVIDES A FORM DEMAND FOR ARBITRATION AT WWW.ADR.ORG.
IF YOUR CLAIM IS FOR U.S. $10,000 OR LESS, YOU MAY CHOOSE WHETHER THE ARBITRATION WILL BE CONDUCTED SOLELY ON THE BASIS OF DOCUMENTS SUBMITTED TO THE ARBITRATOR, THROUGH A TELEPHONIC OR VIDEO-CONFERENCE HEARING, OR BY AN IN-PERSON HEARING AS ESTABLISHED BY THE AAA RULES. IF YOUR CLAIM EXCEEDS U.S. $10,000, THE RIGHT TO A HEARING WILL BE DETERMINED BY THE AAA RULES. ANY ARBITRATION HEARINGS WILL TAKE PLACE IN THE COUNTY (OR PARISH) WHERE YOU LIVE, UNLESS WE BOTH AGREE TO A DIFFERENT LOCATION. THE PARTIES AGREE THAT THE ARBITRATOR SHALL HAVE EXCLUSIVE AUTHORITY TO DECIDE ALL ISSUES RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY AND SCOPE OF THIS ARBITRATION AGREEMENT.
ARBITRATION COSTS. PAYMENT OF ALL FILING, ADMINISTRATION AND ARBITRATOR FEES WILL BE GOVERNED BY THE AAA RULES. WE’LL PAY FOR ALL FILING, ADMINISTRATION AND ARBITRATOR FEES AND EXPENSES IF YOUR DISPUTE IS FOR LESS THAN $10,000, UNLESS THE ARBITRATOR FINDS YOUR DISPUTE FRIVOLOUS. IF WE PREVAIL IN ARBITRATION WE’LL PAY ALL OF OUR ATTORNEYS’ FEES AND COSTS AND WON’T SEEK TO RECOVER THEM FROM YOU. IF YOU PREVAIL IN ARBITRATION YOU WILL BE ENTITLED TO AN AWARD OF ATTORNEYS’ FEES AND EXPENSES TO THE EXTENT PROVIDED UNDER APPLICABLE LAW.
CLASS ACTION WAIVER. YOU AND REULAY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, IF THE PARTIES’ DISPUTE IS RESOLVED THROUGH ARBITRATION, THE ARBITRATOR MAY NOT CONSOLIDATE ANOTHER PERSON’S CLAIMS WITH YOUR CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS DISPUTE RESOLUTION SECTION SHALL BE NULL AND VOID.
EFFECT OF CHANGES ON ARBITRATION. NOTWITHSTANDING THE PROVISIONS OF “CHANGES TO TERMS OR SERVICES” ABOVE, IF REULAY CHANGES ANY OF THE TERMS OF THIS SECTION “DISPUTE RESOLUTION” AFTER THE DATE YOU FIRST ACCEPTED THESE TERMS (OR ACCEPTED ANY SUBSEQUENT CHANGES TO THESE TERMS), YOU MAY REJECT ANY SUCH CHANGE BY SENDING US WRITTEN NOTICE (INCLUDING BY EMAIL TO CONTACTS@REULAY.COM WITHIN 30 DAYS OF THE DATE SUCH CHANGE BECAME EFFECTIVE, AS INDICATED IN THE “LAST UPDATED” DATE ABOVE OR IN THE DATE OF REULAY’S EMAIL TO YOU NOTIFYING YOU OF SUCH CHANGE. BY REJECTING ANY CHANGE, YOU ARE AGREEING THAT YOU WILL ARBITRATE ANY DISPUTE BETWEEN YOU AND REULAY IN ACCORDANCE WITH THE TERMS OF THIS SECTION “DISPUTE RESOLUTION” AS OF THE DATE YOU FIRST ACCEPTED THESE TERMS (OR ACCEPTED ANY SUBSEQUENT CHANGES TO THESE TERMS).
SEVERABILITY. WITH THE EXCEPTION OF ANY OF THE PROVISIONS IN SECTION “CLASS ACTION WAIVER”, IF AN ARBITRATOR OR COURT OF COMPETENT JURISDICTION DECIDES THAT ANY PART OF THESE TERMS IS INVALID OR UNENFORCEABLE, THE OTHER PARTS OF THESE TERMS WILL STILL APPLY.
ENTIRE AGREEMENT. THESE TERMS CONSTITUTE THE ENTIRE AND EXCLUSIVE UNDERSTANDING AND AGREEMENT BETWEEN REULAY AND YOU REGARDING THE SERVICES AND CONTENT, AND THESE TERMS SUPERSEDE AND REPLACE ANY AND ALL PRIOR ORAL OR WRITTEN UNDERSTANDINGS OR AGREEMENTS BETWEEN REULAY AND YOU REGARDING THE SERVICES AND CONTENT. NOTWITHSTANDING THE FOREGOING, IF YOU ARE USING THE SERVICES UPON THE REQUEST, OR AT THE DIRECTION OF, YOUR EMPLOYER OR ANOTHER THIRD PARTY WHICH HAS ENTERED INTO A COMMERCIAL ARRANGEMENT WITH REULAY, THE TERMS AND CONDITIONS OF SUCH AGREEMENT WILL TAKE PRECEDENCE OVER THESE TERMS. IF ANY PROVISION OF THESE TERMS IS HELD INVALID OR UNENFORCEABLE BY AN ARBITRATOR OR A COURT OF COMPETENT JURISDICTION, THAT PROVISION WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMISSIBLE AND THE OTHER PROVISIONS OF THESE TERMS WILL REMAIN IN FULL FORCE AND EFFECT. YOU MAY NOT ASSIGN OR TRANSFER THESE TERMS, BY OPERATION OF LAW OR OTHERWISE, WITHOUT REULAY’S PRIOR WRITTEN CONSENT. ANY ATTEMPT BY YOU TO ASSIGN OR TRANSFER THESE TERMS, WITHOUT SUCH CONSENT, WILL BE NULL. REULAY MAY FREELY ASSIGN OR TRANSFER THESE TERMS WITHOUT RESTRICTION. SUBJECT TO THE FOREGOING, THESE TERMS WILL BIND AND INURE TO THE BENEFIT OF THE PARTIES, THEIR SUCCESSORS AND PERMITTED ASSIGNS.
NOTICES. ANY NOTICES OR OTHER COMMUNICATIONS PROVIDED BY REULAY UNDER THESE TERMS, INCLUDING THOSE REGARDING MODIFICATIONS TO THESE TERMS, WILL BE GIVEN: (I) VIA EMAIL; OR (II) BY POSTING TO THE SERVICES. FOR NOTICES MADE BY E-MAIL, THE DATE OF RECEIPT WILL BE DEEMED THE DATE ON WHICH SUCH NOTICE IS TRANSMITTED.
WAIVER OF RIGHTS. REULAYS FAILURE TO ENFORCE ANY RIGHT OR PROVISION OF THESE TERMS WILL NOT BE CONSIDERED A WAIVER OF SUCH RIGHT OR PROVISION. THE WAIVER OF ANY SUCH RIGHT OR PROVISION WILL BE EFFECTIVE ONLY IF IN WRITING AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF REULAY. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE EXERCISE BY EITHER PARTY OF ANY OF ITS REMEDIES UNDER THESE TERMS WILL BE WITHOUT PREJUDICE TO ITS OTHER REMEDIES UNDER THESE TERMS OR OTHERWISE.