Ridley Technologies, Inc.
Terms of Service

1. Applicability of Terms

These Terms of Service, as updated from time to time (theTerms) govern your access to and use of the website and services (collectively, the Services) provided by Ridley Technologies, Inc. (the Company, “us”, “we”, or “our”). By accessing or using the Company’s website or Services, accessing content provided by the Company, or by accessing or registering for Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the services.

2. Eligibility and Compliance with Laws

You must be at least 18 years of age and legally capable of entering into binding contracts to use the Services. By agreeing to these Terms, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services complies with all applicable laws and regulations.

3. Company Services and Company Role

3.1 The Company provides a technology platform to provide information that assists home sellers with various tasks associated with residential real estate transactions. The Company’s Services are intended for informational and facilitation purposes only. The Company does not provide any real estate, legal, tax, accounting, investment, or other professional advice. Users are strongly encouraged to seek the advice of qualified professionals for any matters related to the sale of their home or any other professional services.

3.2 Any decisions made by users based on information provided through the Services are solely the responsibility of the user. The Company assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that you or any consumer takes based on the Services or any other information available through or in connection with the Services.

4. Privacy Policy and Additional Terms

4.1 Privacy Policy: The Company will collect, process, use, store, and disclose personal information in accordance with our Privacy Policy, which is incorporated into and made a part of our Terms.

4.2 Additional Terms: Your use of the Services is subject to additional guidelines, rules, product-specific terms, and agreements applicable to the Services or certain features of the Services that we may post on, or link to, from the Services, such as rules applicable to a particular product or content available through the Services.

5. Intellectual Property and Prohibited Uses

5.1 Ownership: The Company’s website, Services, and all related content, technology, software, and intellectual property are owned by the Company or its licensors and are protected by copyright, trademark, patent, and other intellectual property laws. Any rights not expressly granted herein are reserved. We do not assert copyright or grant any rights to the underlying images or descriptions of real estate listings provided through the Services. Any use of these images and descriptions is subject to the copyright owner’s permission and the requirements of applicable law.

5.2 License Grant: Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for your personal, non-commercial use.

5.3 Restrictions: You may not:

(a) Copy, modify, distribute, sell, or lease any part of the Services;
(b) Reverse engineer or attempt to extract the source code of the software;
(c) Use the Services for any unlawful or unauthorized purpose; or
(d) Interfere with or disrupt the integrity or performance of the Services.

5.4 Prohibited Uses: You may not:

(a) use the Services in any way to discriminate against any individual or class of individuals protected under federal, state or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist or discriminatory activities or outcomes;

(b) post, reproduce, publicly display, or otherwise make accessible any content, which we, in our sole judgement and discretion, consider illegal, offensive or objectionable including without limitation content that harasses, discriminates, demeans, threatens or disparages any individual or class of individuals;(c) interfere with, or compromise the system integrity or security of the Services, or otherwise bypass any measures we may use to prevent or restrict access to the Services;

(d) conduct automated queries (including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, or any other automated activity with the purpose of obtaining information from the Services) on the Services;

(e) access or use any of the Services to develop competitive products or services; or

(f) attempt to, or permit or encourage any third party to, do any of the above.

6. Third Party Providers

The Services may include connections or referrals to third-party products, services, and websites and may include functionality that allows for the distribution of your personal information or information about you or your properties that have been submitted as part of the Services (collectively, your “User Information”) to third parties not under our control (each, a “Third-Party Provider”). We may receive valuable compensation for these referrals. Third Party Providers are solely responsible for their services. You are responsible for your use and submission of User Information to any third party, and your dealings or business conducted with any third party arising in connection with the Services are solely between you and such third party. Your use of third-party sites, services, or products may be subject to associated third-party terms of use and privacy policies or other agreements, which you are solely responsible for complying with. We do not endorse, and take no responsibility for such products, services, sites, and materials, or a Third-Party Provider’s use of your User Information. By using Services that allow for User Information to be transferred, you agree that we may transfer the applicable User Information or other information to the applicable third-parties, which are not under our control. We are not responsible for any damages or costs of any type arising out of or in any way connected with your dealings with these third parties.

7. Disclaimers and Limitations of Liability

7.1 Disclaimer of Warranties: THE SERVICES ARE PROVIDED “AS IS” “WHERE IS” “WITH ALL FAULTS” AND “AS AVAILABLE”; WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF MATERIALS; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; OR (VII) USER MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

7.2 Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

(a) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES;
(b) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES;
(c) ANY CONTENT OBTAINED FROM THE SERVICES; OR
(d) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

7.3 Liability Cap: IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID THE COMPANY, IF ANY, IN THE PAST 12 MONTHS.

8. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

(a) Your use of the Services;
(b) Your violation of these Terms;
(c) Your violation of any rights of another party;
(d) Any dispute between you and a third party; or
(e) Your violation of any applicable laws, rules, or regulations.

9. Governing Law and Dispute Resolution

9.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law provisions.

9.2 Dispute Resolution: Any dispute arising out of or relating to these Terms or the Services shall be resolved through the following dispute resolution process:

(a) Informal Negotiation: The parties shall first attempt to resolve any dispute through informal negotiation. The party asserting the dispute shall send a written notice to the other party describing the dispute and proposed resolution. The receiving party shall have 30 days from the date of receipt to respond.

(b) Mediation: If the dispute is not resolved through informal negotiation, the parties agree to participate in mediation administered by Judicial Arbitration and Mediation Services, Inc. (JAMS). The mediation shall take place in Denver, Colorado, and the costs of mediation shall be shared equally by the parties.

(c) Binding Arbitration: If mediation is unsuccessful, any controversy or claim arising out of or

relating to these Terms or the Services shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, and the arbitrator’s decision shall be final and binding. The arbitration shall take place in Denver, Colorado, and the costs of arbitration shall be shared equally by the parties, subject to the arbitrator’s right to allocate costs in the final award.

9.3 Class Action Waiver: YOU AND THE COMPANY 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.

9.4 Jury Waiver: By agreeing to these Terms, you hereby waive any right to a trial by jury.

10. Modifications to the Services and Terms

The Company reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. The Company may amend these Terms from time to time. When we make material changes to the Terms, we will provide you with prominent notice as appropriate under the circumstances, such as by displaying a prominent notice within the Services or by sending you an email. Your continued use of the Services after the changes have been made will constitute your acceptance of the changes.

11. Termination

The Company may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these
Terms. Upon termination, your right to use the Services will immediately cease.

12. Miscellaneous

12.1 Entire Agreement: These Terms constitute the entire agreement between you and the Company regarding the Services and supersede all prior agreements and understandings, whether written or oral.

12.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.3 Waiver: The Company’s failure to enforce any right or provision of these Terms shall not be considered a waiver of such right or provision.

12.4 Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without the Company’s prior written consent. The Company may assign or transfer these Terms, at its sole discretion, without restriction.

12.5 Notices: Any notices or other communications provided by the Company under these Terms will be given by posting to the Services or by email to the address you provide to the Company.

12.6 Force Majeure: The Company shall not be liable for any failure or delay in the performance of its obligations under these Terms arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, pandemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services, accidents, labor disputes, or governmental actions. By using the Company’s Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

13. Contact Us

For questions or concerns, contact us at:

Ridley Technologies, Inc.
Email: hi@getridley.com