Terms of Service

 

These terms of service outline the rules and regulations for the use of Rise Buildings, Inc.’s Platform.

This Rise Buildings, Inc. End User License Agreement (“EULA”) is a binding agreement between you (“you” or “your”), as the end user of the services described in this EULA, and Rise Buildings, Inc., a Delaware corporation (“Rise”).

This EULA governs your access to and use of our proprietary software platform and services (the “Rise Platform”). This EULA becomes effective upon the earlier of your electronic acceptance of its terms or your access to or use of the Rise Platform. BY ACCESSING OR USING THE RISE PLATFORM OR OTHERWISE INDICATING ACCEPTANCE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

We may revise and update this EULA from time to time in our sole discretion. Any updates are posted on our website, available at www.risebuildings.com. All changes are effective immediately when we post them, and apply to all access to and use of the Rise Platform thereafter. Your continued use of or access to the Rise Platform after we make any updates are deemed to be acceptance of those updates. You are encouraged to review the EULA periodically for any updates.

1. License Grant and Scope

1.1. Grant of License. Subject to the terms and conditions of this EULA, Rise grants to you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Rise Platform. The foregoing license to the Rise Platform shall be solely for your personal, non-commercial use, and you shall not permit access to or use of your log-in credentials to the Rise Platform to any other person or entity. 

1.2. Prohibitions. Under no circumstances may you: (a) copy, reproduce, modify, create derivative works based on, decompile, reverse compile, disassemble, or reverse engineer the Rise Platform or any portion thereof; (b) unbundle, sublicense, assign, transfer, display, distribute, rent, or lease the Rise Platform, or any portion thereof, to any third party; (c) attempt to learn, access, decompile, reverse engineer, or otherwise derive the source code, algorithms, structure, or ideas upon which the Rise Platform is based; (d) copy, change, delete, alter, or hack any content or functionality within the Rise Platform; (e) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Rise Platform or any servers or networks connected to the Rise Platform; (f) introduce into the Rise Platform any virus, rogue program, trojan horse, worm, or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to disable, erase, or otherwise harm the Rise Platform or perform any such actions; (g) introduce into the Rise Platform any back door, time bomb, drop dead device, or other software routine designed to disable a computer program; (h) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Rise Platform for any reason; (i) use the Rise Platform in any manner that misappropriates or infringes any intellectual property rights of Rise or any third party; (j) access or attempt to access any information or content of other users of the Rise Platform, or take any action that interferes with any other person’s or entity’s use of the Rise Platform; (k) encourage any unlawful activities when using the Rise Platform, or post anything to the Rise Platform that is obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any person or entity; (l) access or use the Rise Platform for competitive purposes or to develop software or services competitive with the Rise Platform; (m) decrypt, transfer, frame, display, or translate any part of the Rise Platform; or (n) grant any other person or entity the right or access to do any of the foregoing. 

1.3. Reserved Rights. All rights not specifically granted to you hereunder are reserved by Rise. Nothing herein shall prevent Rise from promoting, providing, licensing, or sublicensing use of or access to the Rise Platform or providing any services to other persons or entities. Rise reserves the right to withdraw or modify any content or services available through the Rise Platform without notice.

1.4. Third Party Materials. The Rise Platform may display or make available third party content, including data, information, applications, and other products, services, and/or materials, or provide links to third party websites or services, including through third party advertising (“Third Party Materials”). Use of Third Party Materials may require payment of access or other charges and fees. The Rise Platform includes payment functionality for certain Third Party Materials through a third party payment processor to process credit card and ACH payments. You are responsible for all charges and fees related to any such payments. You acknowledge and agree that Rise is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, fees, charges, or any other aspect thereof. Rise does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

1.5. Termination. This EULA shall remain in effect until terminated in accordance with its terms. Rise may terminate this EULA and your access to and use of the Rise Platform, at any time and for any reason, with or without cause. Upon the termination of this EULA for any reason, (a) your license to access and use the Rise Platform shall immediately and automatically terminate, (b) you shall cease all access to and use of the Rise Platform, and (c) you shall immediately return to Rise any other property, equipment, and materials provided to you by Rise (whether modified or unmodified), or immediately destroy such property at Rise’s sole option.

2. User Obligations.

1.1. Use of the Rise Platform. You are responsible for ensuring that only you access and use the Rise Platform in accordance with this EULA, and that you do not make unauthorized use of the Rise Platform. You agree to comply with all applicable laws, rules, and regulations when using the Rise Platform. You will not use the Rise Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA. You will not infringe on the intellectual property rights of Rise or any third party in connection with your access to and use of the Rise Platform. You shall use your best efforts to ensure that all Confidential Information and Rise’s intellectual property rights are kept secure and protected from unauthorized access or disclosure. You shall be solely responsible for (a) the security and confidentiality of any username or password granted to you to access the Rise Platform, and you shall use your best efforts to maintain the confidentiality of your password; (b) any authorized or unauthorized access to the Rise Platform using your username and password, and any actions taken thereunder, including, but not limited to, any non-authorized user’s failure to comply with the terms of this EULA; and (c) any guest, service provider and other third parties to whom you provide access or entry authorization through the Rise Platform. You acknowledge that access to the Rise Platform outside of the United States may not be legal by certain persons or entities or in certain non-U.S. jurisdictions. If you access the Rise Platform from outside the United States, you are responsible for compliance with local laws. 

1.2. Updates. Rise may from time to time, in its sole discretion, develop and provide updates to the Rise Platform, which may include upgrades, bug fixes, patches, corrections, enhancements, improvements, and/or new functionality and features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Rise has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that the Rise Platform or portions thereof may not properly operate should you fail to do so. All Updates will be deemed part of the Rise Platform and be subject to all terms and conditions of this EULA.

1.3. Collection and Use of Information. You agree that when you register and use the Rise Platform, Rise may collect and use information about you and your use of the Rise Platform. You may also be required to provide certain information about yourself as a condition to using certain features or functionality of the Rise Platform, including Third Party Materials, and the Rise Platform may provide you with opportunities to share information about yourself with third parties. All information we collect through or in connection with the Rise Platform is subject to our Privacy Policy, which is available on our website. By accessing and using the Rise Platform, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

3. WARRANTY DISCLAIMERS & LIMITATION OF LIABILITY

3.1. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA, THE RISE PLATFORM AND ANY OF THE RIGHTS LICENSED TO YOU HEREUNDER ARE PROVIDED BY RISE “AS IS.” YOU ASSUME ALL RESPONSIBILITY FOR SELECTION OF ANY PRODUCT OR SERVICE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION, USE OF, AND RESULTS OBTAINED FROM THE RISE PLATFORM. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, RISE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, INTERFERENCE, AND PERFORMANCE. 

3.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL RISE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, REVENUES, OR PROFITS, OR FOR ANY MATTER ARISING FROM OR RELATING TO THIS EULA OR THE RISE PLATFORM, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE RISE PLATFORM, DELAYS, INTERRUPTION, LOSS OR CORRUPTION OF DATA, BREACHES IN SECURITY, SYSTEM INCOMPATIBILITY, LOSS RESULTING FROM SYSTEM OR SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN, REGARDLESS WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE AND EVEN IF RISE WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. RISE SHALL NOT BE LIABLE TO ANY PERSON OR ENTITY FOR ANY (A) ERROR IN THE RISE PLATFORM OR ANY DATA, INFORMATION, OR SERVICES INCLUDED OR INCORPORATED THEREIN OR OTHERWISE MADE A PART THEREOF, (B) ACT OR OMISSION BY ANY USER OF THE RISE PLATFORM (INCLUDING ANY THIRD PARTY MATERIALS), (C) NON-COMPLIANCE OF ANY LAW, RULE OR REGULATION BY ANY USER OF THE RISE PLATFORM (INCLUDING ANY THIRD PARTY MATERIALS), OR (D) ACT OR OMISSION BY ANY GUEST, SERVICE PROVIDER OR OTHER THIRD PARTY GRANTED ACCESS OR ENTRY TO ANY HOSTED PROPERTY THROUGH THE RISE PLATFORM. IN THE EVENT THAT RISE IS FOUND LIABLE FOR DIRECT DAMAGES, IN NO EVENT SHALL RISE’S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED ONE HUNDRED DOLLARS ($100.00). ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS EULA OR THE RISE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. Rise shall have no liability for any delay in or failure of the Rise Platform caused by any disruption or slow speed of the Internet, break-downs of security, or introduction of computer viruses (and the like) by third parties, any labor dispute, government requirement, act of God, epidemics, pandemics, disease, or any other cause beyond its reasonable control.

4. Intellectual Property Rights.

4.1. Intellectual Property Rights. As between Rise and you, Rise is and shall retain all right, title, interest to, and ownership of the Rise Platform and all intellectual property rights therein. The limited license granted to you per Section 1.1 above does not transfer title or any other interest in or to the Rise Platform or any of Rise’s intellectual property rights therein, and you hereby disclaim any right, title, and interest that you may have or gain therein. To the extent any intellectual property rights in the Rise Platform might, for any reason, otherwise vest in you, you hereby unconditionally and irrevocably assign to Rise all such intellectual property rights. You shall not contest or aid in contesting the ownership or validity of Rise’s intellectual property rights or any applications or registrations relating thereto.

4.2. License Granted to Rise. You hereby grant Rise a perpetual, royalty-free, non-exclusive, worldwide, transferable, and sublicensable license to access and use all information, data, images, and property of any kind uploaded or contributed by you into the Rise Platform (“Uploaded Data”) for any legal purpose related to the Rise Platform, including the provision of services by Rise. You are and will remain the sole and exclusive owner of all right, title, and interest in and to all Uploaded Data, including all intellectual property rights relating thereto to the extent there are any such intellectual property rights. Subject to the license granted herein, Rise will not take any actions or engage in conduct inconsistent with your ownership of the Uploaded Data. YOU HEREBY REPRESENT, WARRANT, AND CERTIFY THAT YOU (A)(I) ARE THE SOLE OWNER OF ALL INFORMATION, DATA, IMAGES, AND PROPERTY OF ANY KIND UPLOADED OR CONTRIBUTED BY YOU INTO THE RISE PLATFORM, AND/OR (II) HAVE BEEN GRANTED PERMISSION OR OTHERWISE AUTHORIZED BY THE APPLICABLE OWNER(S) OF ALL INFORMATION, DATA, IMAGES, AND PROPERTY OF ANY KIND UPLOADED OR CONTRIBUTED BY YOU INTO THE RISE PLATFORM, AND (B) YOU ARE NOT VIOLATING THE RIGHTS OF ANY THIRD PARTIES BY UPLOADING SUCH INFORMATION, DATA, IMAGES, AND PROPERTY.

4.3. Confidential Information. As a result of your access to the Rise Platform, you will have access to certain Confidential Information of Rise. You shall maintain the secrecy of all such Confidential Information disclosed to you. You shall not use, disclose, or otherwise exploit any Confidential Information for any purpose not specifically authorized pursuant to this EULA; provided that, you may produce information solely to the extent necessary to comply with any law, court, or administrative order. You shall use your best efforts to give Rise reasonable prior written notice to the extent possible and permitted by law that such Confidential Information is being sought by a third party so as to afford Rise the opportunity to limit or prevent such disclosure. All files, lists, records, documents, drawings, documentation, materials, specifications, equipment, and computer programs that incorporate or refer to any Confidential Information shall be returned, deleted, or destroyed by you promptly upon termination of this EULA. “Confidential Information” means all confidential, proprietary, and/or nonpublic information of any kind, whether written or oral, relating to Rise’s business or operations, specifically including, without limitation: (a) the terms and conditions of this EULA or any other agreement executed between the parties; (b) all nonpublic information concerning the business, technology, the Rise Platform, services, internal structure, and strategies of Rise, specifically including, without limitation, software, product development, product pricing, product maintenance, source or object code, materials, documentation, Rise’s intellectual property rights, proposals, designs, concepts, methodologies, inventions, developments, research, programs, databases, referral sources, customers, prospective customers, inventions, developments, “know-how,” procedures, financial information, or licensing policies; and (c) any other information clearly labeled by Rise in writing as “confidential” prior to its disclosure, otherwise deemed as Confidential Information under this EULA or which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment under the circumstances. Notwithstanding the foregoing, “Confidential Information” shall exclude information that is: (i) available to the public other than by a breach of this EULA; (ii) rightfully received from a third party not in breach of a contractual, fiduciary, or other obligation of confidentiality; (iii) known to you at the time of disclosure as evidenced by your written records at the time of disclosure; or (iv) solely to the extent produced in compliance with any law or court order; provided, however, that you give Rise reasonable notice that such Confidential Information is being sought by a third party, so as to afford Rise the opportunity to limit or prevent such disclosure.

4.4. Feedback. If you provide any ideas, feedback, suggestions, materials, information, opinions, or other input to Rise, whether by letter, email, telephone, or otherwise (“Feedback”), all such submissions are made on a non-confidential basis and Rise has no obligation to review, consider, or implement such Feedback, and you shall grant herewith to Rise an exclusive, transferable, worldwide, royalty-free, fully-paid-up license (including the right to sublicense) to use, reproduce, modify, disclose, and otherwise exploit such Feedback as Rise may determine in its sole discretion without any compensation or attribution. You waive and agree not to assert any so-called “moral rights” you may have in the Feedback, and you understand and agree that Rise is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

5. Indemnification By You. You shall indemnify, hold harmless and, at Rise’s option, defend Rise and its officers, shareholders, directors, employees, agents, and affiliates from and against any and all any claims, suits, actions, arbitrations, proceedings, costs, liabilities, losses, and expenses, including, but not limited to, reasonable attorneys’ fees, resulting from, arising out of, or related to (a) a breach or alleged breach by you of this EULA, (b) your use, misuse, or failure to lawfully use the Rise Platform, or (c) your infringement or misappropriation of any intellectual property rights of Rise or any third party.

6. General Provisions.

6.1. Entire Agreement; Waiver; Severability; Survival. This EULA and our Privacy Policy constitute the entire agreement of the parties with respect to your access to and use of the Rise Platform and supersedes all prior agreements between you and Rise, both oral and written, with respect to your access to and use of the Rise Platform. No failure to exercise, and no delay in exercising, on the part of Rise, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. If any term or provision of this EULA shall be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of this EULA shall remain in full force and effect, and such invalid, illegal, or unenforceable term or provision shall be deemed not to be part of this EULA. All representations, warranties, covenants, agreements, disclaimers, and limitations made in this EULA shall survive your acceptance of this EULA and any termination of this EULA.

6.2. Governing law, Venue, Waiver of Jury Trial; Injunctive Relief. This EULA shall be governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this EULA or the Rise Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois in each case located in Cook County, Illinois. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. You hereby irrevocably and unconditionally waive any right you may have to a trial by jury in respect of any action or proceeding arising out of or relating to this Agreement. You agree that any breach of this EULA will cause Rise irreparable injury and damage. You expressly agree that Rise shall be entitled to injunctive and other equitable relief to prevent such a breach, in addition to any other remedy to which Rise might be entitled.

6.3. Assignment; Binding Effect. You may not assign this EULA without Rise’s prior written consent. This EULA shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, subject to the other provisions of this section.

6.4. Comments. All communications regarding this EULA may be sent to support@risebuildings.com

Last Modified: 4/10/2020