These RIPPLA Terms of Service (this “Agreement”) are entered into by and between you, as a Customer, and RIPPLA, LDA (hereinafter referred to as “RIPPLA” or ”we”). This Agreement governs the subscription for your access to and use of content, products, and online services that we make available through our website. By using or accessing the Website and Services (as they are defined below), you understand and agree to be legally bound and abide by the Agreement whether on your own behalf or on behalf of a legal person you represent. 

If you are entering into this Agreement on behalf of a legal person, you represent that you have the authority to bind the legal person to this Agreement, in which case the terms “you” or “your” shall refer to that legal person.

Please read the Agreement carefully before you start using the Website and Services. If you do not agree to the terms of the Agreement, or if you are not authorized to accept these terms on behalf of a legal person you represent, you may not access or use the Website and Services.

1. Definitions

For your convenience, we have included some of the definitions you will come across in this Agreement. Other definitions are explained later in the text of the Agreement.

You or Customer refers to either a Business or an Influencer who accepts the terms of this Agreement as a customer.

Business refers to any entity in the hospitality and entertainment sectors, including hotels, bars, restaurants, museums, tourist offices, cruises, spas, and similar establishments.

Influencer refers to an individual with established credibility and a loyal audience, who can influence others through their trustworthiness and authenticity.

Location refers to an individual establishment, venue, or point of interest operated or owned by a Business (e.g., a single hotel within a hotel chain or a specific bar within a restaurant chain) or any other distinct entity operated or owned by the Business. 

Intellectual Property means patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks, and other intellectual property, along with any applications​​ and rights to apply for registration or protection of these rights, whether existing now or created in the future. These rights are collectively referred to as "Intellectual Property Rights".

Personal Data means as defined by applicable data protection legislation and includes any data or information that relates to an identified or identifiable natural person.

Services mean RIPPLA's internet-accessible services available on the Website that allow the use of RIPPLA's software and made available to the Customer on a subscription basis.

Plan means the specific package of Services offered by RIPPLA, which defines the features, duration, pricing, and applicable terms of access to the Services. Plans may vary in scope, limitations, price and billing cycles (e.g., monthly or annually) and are subject to the terms of this Agreement.

Subscription Term means the fixed period during which you are authorized to access and use the Services under a selected Plan. The Subscription Term begins on the subscription start date and continues for the duration defined in the Plan (e.g., monthly or annually), unless terminated or renewed in accordance with this Agreement.

Usage Data means technical data generated by RIPPLA related to the provision, use, performance, configuration, and environment of the Services (including, without limitation, information concerning Customer Data and data derived therefrom).

Website means RIPPLA's website located at rippla.com, its subdomains, and all content, services, and products provided by RIPPLA at or through rippla.com and its subdomains.

2. Services

2.1. Subject to the terms of this Agreement, RIPPLA will use commercially reasonable efforts to provide you with the Services solely for your internal business operations, and you may access and use the Services solely for your internal business operations subject to the terms of this Agreement.

2.2. You understand and acknowledge that the Services are based on information that Customers have themselves provided to RIPPLA and on data obtained from third-party data sources. The Services rely on data/information that Customers have made publicly available, and RIPPLA does not verify the accuracy of data or information provided by such third parties. 

2.3.You represent, covenant, and warrant that you shall use the Services only in compliance with (a) RIPPLA's authorized scope under this Agreement, (b) RIPPLA’s standard published policies (which may be updated from time to time), and (c) all applicable laws and regulations.

2.4. Although RIPPLA has no obligation to monitor your use of the Services, we may do so and may prohibit any use of the Services we believe may be (or is alleged to be) in violation of this Agreement. At RIPPLA's discretion, a violation of this Agreement may result in the suspension of Services, termination of this Agreement, and/or the blocking of your account in the manner set forth further in this Agreement.

2.5. You acknowledge that this Agreement is a services agreement and that RIPPLA will not be delivering copies of its software to you as part of the Services.

2.6. AS A CUSTOMER YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH THE SERVICES, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR INTEGRITY OF SUCH SERVICES. BY USING THE WEBSITE AND THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT YOU ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE INFORMATION MADE AVAILABLE ON THE WEBSITE AND THE SERVICES AND MAKE EFFECTIVE USE OF THE SERVICES PROVIDED BY RIPPLA. BY USING THE SERVICES, YOU UNDERSTAND AND AGREE THAT YOUR USE OF WARRANTIES OF ANY KIND THE SERVICES IS AT YOUR SOLE DISCRETION AND RISK.

3. Registration

3.1. As part of the registration process, you are required to provide certain information to create and complete your user profile on the Website (“Profile”). The required information includes without limitation the following:

• For Businesses – Business name, Location details, the name of its authorized representative(s), and their contact details. A Business may create multiple Locations in its Profile, subject to the terms and conditions of the selected Plan.

• For Influencers – Name, email, their username in a social media account (“SM Username”) or a link to their social media account, which must be public, and details about their social media audience.

Upon registration or any sign-in, RIPPLA will generate a one-time password (“OTP”) and send it to the email address you provided during the sign-up process.

3.2. You must ensure that all information in your Profile is always accurate, correct, and up to date, whether you enter it manually or with the assistance of the Services. You are responsible for protecting the OTPs sent to you by RIPPLA for accessing the Website and Services from unauthorized access. You are responsible for any activity that occurs under or through your account on the Website.

You must notify RIPPLA immediately of any unauthorized use of your account on the Website.

3.3. If you register on RIPPLA with incorrect information or fail to verify the information in your Profile - including, for Influencers, if your SM Username is associated with a private social media account - you will not be verified and will not be granted access to the Services.

3.4. If You Are an Influencer. RIPPLA works only with Influencers whose Profiles contain accurate and up-to-date contact details and whose SM Username provided during registration corresponds to a public social media account.

You will not be verified or granted access to the Services if:

• you register on the Website with an incorrect SM Username;

• you fail to verify your access to the social media account associated with your SM Username in your Profile; 

• you provide an SM Username linked to a private social media account during registration; or

• your social media account does not align with the image, values, or marketing objectives of the Businesses registered with RIPPLA;

• your previous account on the Website was blocked by RIPPLA due to your violations of this Agreement.

If, after registering on the Website:

• You change your SM Username, you must immediately update your Profile and re-verify your access to the social media account listed in your Profile.

• If you set the social media account associated with your Profile to private, you must either change it back to public to continue using the Website and Services or add another public social media account to your Profile.

If you fail to take these actions, RIPPLA will suspend the Services starting on the 31st day after providing notice, until you have completed all required actions.

Using an unverified SM Username or an SM Username associated with a private social media account constitutes a violation of this Agreement and prevents you from accessing the Services. Therefore, if you have subscribed to a Plan, no refunds will be issued for the period during which the Services remain suspended due to the reasons outlined in this Agreement.

3.5. If You Are a Business. RIPPLA works only with Businesses that provide accurate contact and billing information, a valid tax number (TaxID), and have successfully confirmed their professional connection to the Locations listed in their Profile.

RIPPLA reserves the right to request documents verifying this relationship, including without limitation:

• A work email;

• A work phone number;

• A confirmation from the Location, sent by authorised person using a domain associated with the Location; and

• Any other documents requested by RIPPLA.

If, after registering on the Website:

• Your contact or billing information, authorized representative, or any other Profile details change, you must immediately update your Profile and provide confirmation if requested by RIPPLA.

Failure to provide the requested information or submission of incomplete information will result in RIPPLA suspending the Services starting on the 31st day after providing notice, until all required information is submitted.

Using a Profile with any unconfirmed information (if RIPPLA has requested confirmation) constitutes a violation of this Agreement and prevents you from accessing the Services. Therefore, if you have subscribed to a Plan, no refunds will be issued for the period during which the Services remain suspended due to the reasons outlined in this Agreement.

3.6. RIPPLA will update your data periodically, but no more frequently than:

• Every 30 days for Influencers

• Every 90 days for Businesses

However, RIPPLA may update your data more frequently if it has reason to believe that your data is inaccurate, outdated, or in violation of this Agreement.

4. Collaboration

4.1. A Collaboration is a one-time interaction between a Business and an Influencer, independently established by them on the Website. The terms of every Collaboration are determined exclusively by the Business and the Influencer, without RIPPLA’s participation.

4.2. RIPPLA does not participate in or influence Collaborations. However, RIPPLA reserves the right to verify the Collaboration’s compliance with this Agreement. For this purpose, RIPPLA may, at its discretion, send informational messages to Collaboration chat rooms.

4.3. Both the Business and the Influencer shall comply with the terms, policies, and codes of conduct formally established by the other party in the Collaboration. Any breach of these obligations may result in the termination of this Agreement with the violating party and the blocking of the violating party’s account.

4.4. RIPPLA assumes no liability for any disputes, damages, or losses arising from the Collaboration. THE SELECTION OF AN INFLUENCER OR BUSINESS, THE TERMS OF THE COLLABORATION, AND ALL COMMUNICATION BETWEEN THE PARTIES ARE SOLELY YOUR RESPONSIBILITY. RIPPLA solely provides the Services and the Website to facilitate Collaborations and shall not be held responsible for their execution or outcomes.

5. Fees and payment

5.1. Our pricing and payment terms are available on the Website. If you subscribe to a paid Plan, all terms of your Plan will remain in effect for the duration of the Subscription Term.

RIPPLA may modify any or all Plans at any time, and such changes shall take effect upon the renewal of your Subscription Term. Subject to applicable law, by continuing to use the Services after the changes take effect, you accept the new fees. RIPPLA shall notify you within a reasonable period of any fee changes.

5.2. When you register on RIPPLA, RIPPLA may grant you a trial period to allow you to explore the Website and the Services. After the expiration of your trial, RIPPLA shall bill you immediately.

If you switch from a monthly billing Plan to an annual billing Plan, RIPPLA shall bill you for a full year on the next monthly billing date.

If you upgrade to a higher-tier Plan, RIPPLA shall bill you at the time of the upgrade.

You may change your Plan at any time by accessing the billing settings using the Customer portal link, which you may find in your Profile on the Website.

5.3. Monthly and yearly Plans are billed in advance and are non-refundable. There will be no refunds or credits for:

• Partial months of service;

• Suspension of Services in case of the event of your violation of this Agreement;  

• Downgrades to a lower-tier Plan;

• Unused months within an active Plan;

• Termination of the Agreement.

Your Plan will remain active for the length of the paid Subscription Term, even if you decide to downgrade or terminate the Agreement. Downgrading your Plan may result in the loss features, and RIPPLA shall not be held liable for any such loss.

5.4. By subscribing to any paid Plan, you:

• Grant RIPPLA full authorization to charge your credit card, bank account, or other approved payment method for fees you have duly authorized.

• Are responsible for providing RIPPLA with a valid and updated payment method for paid accounts.

5.5.  If all payment methods you provided are rejected, you must immediately provide RIPPLA with a new acceptable payment method. If you fail to do so, your Plan will be canceled after the expiration of your Subscription Term. If you successfully update your payment method and RIPPLA processes the charge, your new Subscription Term will start on the original renewal date.

5.6. Unless you notify RIPPLA before a charge that you do not wish to auto-renew, your Plan will automatically continue. By continuing your Plan, you:

• Authorize RIPPLA to collect the applicable subscription fee (including taxes) using any of your approved payment methods.

• Agree that no additional notices will be required, unless applicable law requires otherwise.

5.7. You are responsible for all fees, including applicable taxes, associated with your use of the Services. By using the Services, you agree to pay RIPPLA any applicable taxes if they are required under the law.

5.8. Under no circumstances does RIPPLA store your payment information, including bank card details or any other payment method information.

6. Restrictions of Use

6.1. Unless otherwise authorized under this Agreement, expressly permitted by RIPPLA, or authorized within the Services, you shall not, and shall not permit any third party to:

6.1.1. Sell, rent, license, sublicense, distribute, pledge, assign, or otherwise transfer, in whole or in part, the software or any interest in it to any third party;

6.1.2. Copy or reproduce the Services or software;

6.1.3. Use or access the Services or software to provide timesharing or service bureau purposes, or otherwise for the benefit of a third party;

6.1.4. Modify, translate, adapt, or create derivative works based on the software;

6.1.5. Remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in the software;

6.1.6. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, ideas, know-how, or algorithms relevant to the Services, software, documentation, or related data, except and only to the extent such activity is expressly permitted by applicable law;

6.1.7. Access the Website, Services, or software in order to build or operate a similar or competitive product;

6.1.8. Use the Services in any way that harms RIPPLA, its affiliates, resellers, distributors, customers, service providers, and/or suppliers, as determined by RIPPLA in its sole discretion;

6.1.9. Use the Services in any manner that could damage, disable, overburden, or otherwise harm the Services or the Website, or interfere with any other party's use and enjoyment of the Services or the Website;

6.1.10. Use the Services to stalk or harass another person, or collect or store personal data about any other person;

6.1.11. Use any technique to compile false or misleading information or content;

6.1.12. Harm minors in any way;

6.1.13. Use the Services in any manner that violates or infringes upon the rights of any third parties, including without limitation copyright, trademark, patent, publicity, or other proprietary rights;

6.1.14. Use the Services to gain unauthorized access to third-party services, user accounts, computer systems, or networks;

6.1.15. Use RIPPLA’s domain name or other contact information as a pseudonymous reply email, postal, fax address, or any other type of return address for communications transmitted from another location or service, or otherwise impersonate RIPPLA or any third party;

6.1.16. Create multiple accounts;

6.1.17. Use the Services or software in any way that violates applicable law or the terms and conditions of this Agreement.

6.2. You shall not use the data or content of the Services except as expressly permitted by this Agreement. You acknowledge and agree that third-party restrictions, government regulations, and/or compliance with applicable laws may prevent RIPPLA from accessing, using, or providing the data or content to the Customer.

6.3. For Business - you are permitted to use your account only for Locations indicated in your Profile. If you need to add more Locations to your Profile than allowed by your current Plan, you must contact RIPPLA for a custom Plan offer. If RIPPLA detects that you have used your account for other Locations, not indicated in your account, RIPPLA may suspend Services without prior warning and without issuing a refund.

6.4. You acknowledge and agree that any violation of the terms of this Agreement grants RIPPLA the right, at its sole discretion, to immediately suspend Services, or block your account, and/or terminate this Agreement without prior notice and refund. RIPPLA reserves all other rights and remedies available under applicable law.

7. Confidential Information

7.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party).

Confidential Information means any non-public information that either Party receives from the other or has access to by virtue of this Agreement. This includes without limitation, each Party's data, proprietary software, computer operations, code, inventions, algorithms, business ideas, workflows, marketing, financial, business, and technical details, the terms and pricing under this Agreement, Personal Data, and any information clearly marked as confidential or that a reasonable person would understand to be confidential.

• RIPPLA’s Confidential Information includes non-public information regarding the features, functionality, and performance of the Service.

• Your Confidential Information includes non-public data provided by you to RIPPLA to enable the provision of the Services (“Customer Data”).

The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, (ii) not to use it except in performance of the Services or as otherwise permitted herein, and (iii) not to divulge such Confidential Information to any third party.

7.2. Except as provided in Clause 7.4, the obligations under this Section 7 do not apply to Confidential Information after five (5) years following the termination of the Agreement, or to any information the Receiving Party can document:

(a) Is generally available to the public; (b) Was in its possession or known to it prior to receipt from the Disclosing Party; (c) Was rightfully disclosed to it without restriction by a third party; (d) Was independently developed without using any Confidential Information of the Disclosing Party; or (e) Is required to be disclosed by law.

The party required to disclose any Confidential Information will promptly notify the other party and allow the other party to object or seek a protective order to the extent permitted by applicable law.

7.3. Except as otherwise authorized or required for the purposes of this Agreement, promptly upon request by the Disclosing Party, the Receiving Party shall either destroy and certify in writing the destruction or return to the Disclosing Party all Confidential Information, including all documents or media containing such Confidential Information, as well as all copies or extracts thereof.

The Receiving Party may retain copies of any computer records and files containing Confidential Information created pursuant to automatic archiving and back-up procedures, or retain a back-up copy as required by law, regulation, or internal compliance policies. Such retained Confidential Information shall remain subject to confidentiality obligations even after termination of this Agreement.

7.4. The obligations of the parties under this Section 7 shall remain in effect perpetually with respect to software and trade secrets.

7.5. RIPPLA has the right to collect and analyze Usage Data. To the extent and manner permitted under applicable law, RIPPLA may: (i) use such information and data during and after the term of this Agreement to improve and enhance the Services, and for other development, diagnostic, and corrective purposes related to the Services and other RIPPLA offerings; and (ii) disclose such data solely in an aggregated or otherwise de-identified form in connection with its business.

8. Intellectual Property

8.1. All Intellectual Property Rights in and to the Services and Website are and shall remain the exclusive property of RIPPLA. You shall not acquire any proprietary rights, title, or interest in or to any Intellectual Property Rights related to the software or Services.

8.2. RIPPLA shall not use your Intellectual Property for any purpose other than to provide the Services during the Subscription Term.

8.3. You shall not violate the Intellectual Property Rights of RIPPLA, nor assist or cause any third party to commit any such violation.

8.4. RIPPLA’s Website may contain links to third-party websites, advertisers, or other events or activities that are not owned or controlled by RIPPLA. RIPPLA does not endorse or assume any responsibility for such third-party websites, information, materials, products, or services. If you access any third-party website, service, or content from RIPPLA's Website, you do so at your own risk and expressly acknowledge that RIPPLA has no liability arising from your use of or access to any third-party website, service, or content.

9. Use of Customer Materials

9.1. To receive Services under this Agreement, you grant RIPPLA access to your publicly available materials posted on the internet (e.g., for Businesses, on their official website; for Influencers, on their social media accounts), including photographs, descriptions, information about you, logos, trademarks, and similar content (collectively, "Customer Materials").

9.2. Influencers acknowledge and agree that a condition for receiving the Services is the collection of audience and performance analytics (such as demographic and engagement metrics) without requiring authentication, and the provision of such data to Businesses.

9.3. You grant RIPPLA a non-exclusive, worldwide, royalty-free license to use, reproduce, and display the Customer Materials electronically via the internet and third-party networks for purposes related to this Agreement, marketing, and corporate communication. 

9.4. RIPPLA agrees not to suggest or imply through the use of Customer Materials that RIPPLA is affiliated with, endorsed, sponsored by, or created in association with you unless expressly agreed by you. RIPPLA acknowledges that you retain all rights, titles, and interests in the Customer Materials. RIPPLA shall not take any action inconsistent with your ownership and agrees to use the Customer Materials solely in compliance with this Agreement.

9.5. You shall provide RIPPLA with reasonable prior notice of significant enhancements affecting the appearance, updating, delivery, or other elements of the Customer Materials and shall make such enhancements available to RIPPLA under commercially reasonable terms.

9.6. RIPPLA agrees to: (i) Comply with all legal requirements related to the use of Customer Materials; (ii) Not sublicense, assign, transfer, pledge, offer as security, or encumber the Customer Materials or rights granted under this Agreement except as expressly provided herein; (iii) Not use any Customer Materials in violation of this Agreement.

10. Privacy and Data Protection

10.1. RIPPLA has access to Personal Data through the execution of this Agreement and acts as a data controller, determining the purposes and means of processing Personal Data. RIPPLA shall process any Personal Data at all times in full compliance with applicable data protection laws, particularly Regulation (EU) 2016/679 (GDPR).

10.2. RIPPLA shall implement appropriate technical and organizational measures to ensure adequate protection for the processing, integrity, confidentiality, and security of Personal Data within the scope of this Agreement.

10.3. You acknowledge and agree that you also act as a data controller and shall comply with all applicable data protection laws. You shall process Personal Data from your employees, agents, and contractors, if applicable, in accordance with your obligations under applicable data protection laws, using appropriate technical and organizational measures.

10.4. The parties shall cooperate with each other to enable compliance with legal obligations arising under applicable data protection laws within the scope of this Agreement.

10.5. RIPPLA's Privacy Policy, accessible at https://rippla.com/privacy, describes how RIPPLA handles the information you provide when accessing and using the Services and Website.

10.6. You agree to use the Services in a fair and lawful manner. You shall not use Personal Data, including without limitation the personal information of Influencers and Business representatives, for any unlawful or unethical purposes, and you shall respect their reasonable expectations of privacy.

10.7. If you violate these Terms or engage in any unlawful or unethical behavior, RIPPLA reserves the right to terminate this Agreement and also block your account immediately and without prior notice and refund. RIPPLA takes the fair and lawful treatment of Personal Data seriously and will not tolerate violations of these principles.

11. Termination and Blocking

11.1. Your Plans will automatically renew for additional periods equal to the expiring Subscription Term unless either party provides the other with notice of non-renewal before the end of the current Subscription Term.

11.2. You may terminate this Agreement at any time, with or without cause. Termination will result in the immediate cessation of access to the Services, deletion of your account on the Website, and removal of all associated Services. By terminating the Agreement, you understand and accept that: (i) you will not receive a refund, (ii) you will lose access to your account, including your activity history and any Services, and (iii) you shall irrevocably delete all data received from RIPPLA upon termination or expiration of this Agreement for any reason.

11.3. RIPPLA may terminate this Agreement for cause with or without prior notice. Causes for termination include without limitation:

i) Violation or breach of this Agreement;
ii) Partial or complete discontinuance of the Services and/or the Website;
iii) Extended periods of your inactivity;
iv) Legal requirement to terminate;
v) Non-payment of fees or charges owed by you to RIPPLA.

11.4. In case of termination of this Agreement, you agree that RIPPLA shall have no liability or responsibility to you or any third party as a result of such termination, and RIPPLA will not refund any amounts already paid by you, to the fullest extent permitted under applicable law.

11.5. If you violate these Terms or engage in any unlawful, unethical, or otherwise prohibited behavior, RIPPLA reserves the right to terminate this Agreement and block your account immediately, without prior notice or refund. RIPPLA upholds the principles of fair and lawful use of its Services and will not tolerate any violations of these Terms. Blocking means a permanent prohibition on creating new accounts on the Website and using the Services in the future.

12. Warranty and Disclaimer

12.1. RIPPLA shall use reasonable efforts, consistent with best and prevailing industry standards, to perform the Services in a professional and workmanlike manner. The Services may be temporarily unavailable due to scheduled maintenance, unscheduled emergency maintenance, necessary updates to reflect changes in relevant laws or regulatory requirements, either by RIPPLA or third-party providers, or for other reasons beyond RIPPLA's reasonable control. RIPPLA shall use reasonable efforts to provide advance written or email notice of any scheduled service disruptions.

12.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SOFTWARE, SUPPORT, AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS." RIPPLA AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE REGARDING OR RELATING TO THE SERVICES, OR ANY MATERIALS OR SOFTWARE PROVIDED TO THE CUSTOMER UNDER THIS AGREEMENT.

RIPPLA DOES NOT WARRANT THAT THE CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED, THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE, OR THAT THE SERVICES WILL SUFFICIENTLY MEET THE CUSTOMER'S REQUIREMENTS.

ANY SERVICES DOWNLOADED OR OTHERWISE ACCESSED THROUGH THE SITE ARE AT THE CUSTOMER’S OWN DISCRETION AND RISK. RIPPLA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS AND SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHERMORE, RIPPLA IS NOT RESPONSIBLE FOR ANY DEFECT OR ERROR RESULTING FROM THE MODIFICATION, MISUSE, OR DAMAGE OF THE SERVICES BY ANY PARTY OTHER THAN RIPPLA. RIPPLA DOES NOT WARRANT AND SHALL HAVE NO LIABILITY WITH RESPECT TO NON-RIPPLA PRODUCTS, NOR SHALL RIPPLA HAVE ANY LIABILITY UNDER ANY WARRANTY IF THE CUSTOMER'S USE OF THE SERVICES DOES NOT COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.

13. Limitation of liability 

IN NO EVENT WILL RIPPLA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT SOFTWARE OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THE LIMITATIONS SET OUT IN THIS CLAUSE SHALL NOT APPLY TO PERSONAL INJURY, INCLUDING DEATH, CAUSED BY EACH PARTY'S NEGLIGENCE. IN NO EVENT WILL EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED IN AGGREGATE THE FEES PAID BY CUSTOMER DURING THE SUBSCRIPTION TERM OF THIS AGREEMENT.

14. Indemnification 

14.1. You shall indemnify, defend and hold RIPPLA and its directors, officers, employees, agents, successors, and permitted assigns (“RIPPLA Indemnitees”), harmless, at your own expense, against any and all losses, damages, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) (collectively, “Losses”) in connection with any claim or action against RIPPLA Indemnitees that arises from an alleged violation of the foregoing or otherwise from your use of Services.

14.2. RIPPLA shall notify you promptly in writing of any such claims. RIPPLA's failure to provide written notice to you shall not affect your indemnification obligations hereunder except to the extent that you are materially prejudiced thereby. Notwithstanding anything to the contrary in this Section 14, RIPPLA may select its own legal counsel to represent its interests, and you shall: (a) reimburse RIPPLA Indemnitees for its costs and attorneys' fees immediately upon request as they are incurred; and (b) remain responsible to RIPPLA Indemnitees for any Losses indemnified under this Section 14.

15. Equitable relief

A breach of any provision of this Agreement may cause RIPPLA irreparable injury and damage, and therefore you may be enjoined through injunctive proceedings, in addition to any other rights or remedies which may be available to RIPPLA, at law or in equity.

16. Miscellaneous 

16.1. From time to time, RIPPLA may revise, amend or otherwise change these Terms of Service without prior notice to you. You acknowledge and agree that it is your responsibility to review these Terms of Service periodically for changes. You agree that your use of the Services after the effective date of such change will constitute your consent to the revised, amended, or otherwise changed Terms of Services. If you do not agree to the changes, you must stop using the Services.

16.2. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

16.3. This Agreement is not assignable, transferable, or sublicensable by you except with RIPPLA's prior written consent. RIPPLA may transfer and assign any of its rights and obligations under this Agreement without consent.

16.4. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

16.5. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind RIPPLA in any respect whatsoever.

16.6. All notices under this Agreement will be in writing and will be deemed to have been duly given when received: i) if provided to RIPPLA, by e-mail to legal@rippla.com, or if provided to You, to the e-mail address that You provided in the registration form; ii) by registered mail; or iii) by overnight courier with proof of signature upon delivery. Unless otherwise provided in this Agreement, all notices will be deemed effective on the date of receipt if delivered by registered mail and at 9.00 am of the next business day after the date of the transmission by e-mail. Either party may change the address to which notices shall be sent by giving notice to the other party in the manner provided in this Clause 16.6.

16.7. The parties agree that, in connection with the performance of this Agreement, each party shall comply with all laws applicable to such party’s respective performance under this Agreement, including without limitation all applicable anti-corruption laws and data protection and data privacy laws.

16.8. This Agreement shall be governed by and construed in accordance with the laws of Portugal without giving effect to any choice or conflict of law provision or that would require or permit the application of the laws of any jurisdiction other than those of Portugal and each party agrees to submit to the exclusive jurisdiction the courts of Lisbon, Portugal.