Terms of service
Effective from August 5th, 2024
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”). This Agreement governs the subscription for your access to and use of content, products, and online services (referred to collectively as the “Services”) that we make available through our website (the “Website”). By using or accessing the Website and/or Services, 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 the customer, you may not access or use the Services or Website.
Definitions
Confidential Information means any non-public information that either Party may get from the other or have access to because of this Agreement. This includes, but is not limited to, 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 that is clearly marked as confidential or that a reasonable person would understand to be confidential.
Customer means the Hotel or the Influencer that agrees to the terms of this Agreement as the Customer.
Hotel means an establishment that provides lodging, meals, and other services for travelers and tourists.
Influencer means a person who has an established credibility and audience, and who can persuade others by virtue of their trustworthiness and authenticity.
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 mean as defined by applicable data protection laws 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 over a network on a subscription basis.
Service Plan means the subscription plans made available on RIPPLA's Website.
Subscription Term means the period during which Customer will have online access and use of the Services through the Website.
Term means the period agreed between the Parties to maintain a contractual relationship.
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.
Services
2.1. Subject to the terms of this Agreement, RIPPLA will use commercially reasonable efforts to provide the Customer the Services solely for the Customer’s internal business operations subject to the terms of this Agreement, and the Customer may access and use the Services solely for its internal business operations subject to the terms of thisAgreement. RIPPLA may modify, terminate, suspend, or otherwise adjust any and allaspects of the Services at any time without prior notice to Customer.
2.2. The Customer understands and acknowledges that the Services are based on information that it has itself provided to RIPPLA and on data provided to RIPPLA by the third partydata sources. The Services are based on publicly available data/content and RIPPLAdoes not verify the accuracy of data or content provided by such third parties.
2.3. As part of the registration process, the Customer may be required to provide certain information including, but not limited to, for the Hotel - its name, location, website, the name of authorized representative and her/his authorized email, and for the Influencer -her or his name, email and the link to her/his Instagram open account. Customer shall create its password for Customer’s account. RIPPLA reserves the right at its sole discretion to refuse registration of or cancel passwords it deems inappropriate.
2.4. The Customer shall provide that any registration information you give to RIPPLA will always be accurate, correct and up to date. The Customer is responsible for protecting any tokens, keys or passwords for the Website and Services from unauthorized access. The Customer shall be held responsible for any activity that occurs under the Customer’stokens, keys or passwords, as well as for any and all activity that occurs on or through the Customer’s tokens, keys or passwords. The Customer must notify RIPPLAimmediately of any unauthorized use of its tokens, keys, passwords or any other breach of security.
2.5. Customer represents, covenants, and warrants that shall use the Services only in compliance with (a) RIPPLA's authorized scope under this Agreement, (b) standard RIPPLA-published policies (which may be updated from time to time), and (c) all applicable laws and regulations.
2.6. Although RIPPLA has no obligation to monitor Customer’s use of the Services, we may do so and may prohibit any use of the Services we believe may be (or alleged to be) in violation of this Agreement. We may also access your tokens, keys, passwords from time to time to provide the Customer assistance with technical or billing issues or in order tomaintain or improve the Services.
2.7. Customer hereby acknowledges that this Agreement is a services agreement and RIPPLA will not be delivering copies of its software to Customer as part of the Services.
2.8. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT IT 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.
Restrictions of use
3.1. Unless otherwise authorized under this Agreement or except to the extent expressly permitted by RIPLLA or authorized within the Services, Customer shall not, and shall not permit any third party to:
3.1.1. sell, rent, license, sublicense, distribute, pledge, assign, or otherwise transfer in whole or in part of the software or any interest in them to any third party;3.1.2. copy or reproduce the Services or software;
3.1.3. use or access the Services or software to provide timesharing or service bureau purposes or otherwise for the benefit of a third party;
3.1.4. modify, translate, adapt, or create any works, including derivative works, based on the software;
3.1.5. remove, modify, or obscure any copyright, trademark, or other RIPPLA proprietary notices rights contained in the software;
3.1.6. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or the software, documentation or data related to the software; except and only to the extent such activity is expressly permitted by applicable law;
3.1.7. access the software in order to build or operate a similar or competitive product;
3.1.8. use the Services in any way that harms RIPPLA, its affiliates, resellers, distributors, customers, service providers and/or suppliers, as determined by us in our sole discretion;
3.1.9. 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;
3.1.10. use the Services to "stalk" or otherwise harass another; or collect or store personal data about any other person.
3.1.11. use any technique to compile any false or misleading information or content;
3.1.12. harm minors in any way;
3.1.13. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
3.1.14. use the Services in any manner that violates or infringes the rights of any third parties, including without limitation copyright, trademark, patent publicity, or other proprietary rights;
3.1.15. use the Services to gain unauthorized access to any third party services, user accounts, computer systems, or networks;
3.1.16. use RIPPLA’s domain name or other contact information as a pseudonymous reply email, postal, and/or fax address (or any other type of return address) for any communication transmitted from another location or through another service or otherwise impersonate RIPPLA or any other third party;
3.1.17. сreate multiple tokens, keys or passwords for disruptive or abusive purposes, or with overlapping use cases. Mass tokens, keys or passwords creation may result in suspension of all related tokens, keys or passwords. Please note that any violation of these Terms of Service is cause for permanent suspension of all tokens, keys or passwords.
3.1.18. use the Services or software in any way that violates applicable law or the terms and conditions of this Agreement.
3.2. The Customer shall not use the data or the content of Services except as specifically described herein. The Customer acknowledges and agrees that the third parties or government regulations and/or compliance with applicable laws may prevent RIPPLA from access to the data or the content or using it or providing it to the Customer.
3.3. Customer shall be responsible for obtaining and maintaining any equipment and additional services needed to connect to, access the Website, or otherwise use theServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords, and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.
3.3.1. Customer is allowed to use only single account per person. In case of Hotel group or chain you are allowed to use single account only for one hotel of your group or chain. Otherwise, if RIPPLA detect multiple accounts established for one Customer, RIPPLA at our sole discretion may, without warning and refund, terminate such multiple accounts
Fees and payment
4.1. Our pricing and payment terms are available at link. If Customer agrees to subscribe to a plan subject to payment, such subscription fee will remain for the duration of the Subscription Term, provided that RIPPLA may change the subscription fee at any time and such new fees shall become effective for any subsequent renewal of the Subscription Period. Subject to applicable law, Customers accept the new fees by continuing to use the Services after the fee change takes effect. RIPPLA acknowledges and agrees that it shall notify Customer within a reasonable period of any changes in the fee.
4.2. RIPPLA shall immediately bill the Customer when the Customer upgrades from the free Service Plan to any paying Service Plan. In case the Customer changes from a monthly billing Service Plan to a yearly billing Service Plan, RIPPLA shall bill the Customer for a full year at the next monthly billing date.
4.3. If the Customer decides to upgrade to a higher Service Plan, RIPPLA shall bill the Customer at the date of the upgrade or increase. Customers may change the Service Plan at any time by going to the billing settings available on the “Plan and Billing” section on Services platform.
4.4. For monthly or yearly payment plans, the Service Plan is billed in advance on a monthly or yearly basis respectively and is non-refundable. There will be no refunds or credits for partial months of service (with the exception of the established in clause 5.9.), downgrade refunds, or refunds for months unused with an open account; however, the Service Plan will remain active for the length of the paid Subscription period.Downgrading Customer’s Service Plan may cause the loss of content, features and RIPPLA shall not not accept any liability for such loss.
4.5. By subscribing to any Service Plan, the Customer gives RIPPLA full permission to charge the credit card provided by the Customer, or other approved methods of payment for fees that the Customer duly authorized. The Customer is responsible for providing RIPPLA with a valid means of payment for paid accounts. User's free Service Plans are not required to provide payment information.
4.6. If all acceptable payment methods provided by the Customer are rejected for payment of the fees that the Customer duly authorized, the Customer must immediately provide RIPPLA with a new acceptable payment method or the Customer’s Service Plan will be canceled. If the Customer provide RIPPLA with a new acceptable method of payment and is successfully charged, the Customer’s new Subscription period will start on the original renewal date.
4.7. Unless the Customer notify RIPPLA before a charge that she/he does not want to auto renew, the Customer’s Service Plan will automatically continue and the Customer authorizes and gives full permission without any additional notices (unless requires be applicable law) to collect the then-applicable subscription fee including taxes, by using any approved methods of payment for fees that the Customer duly authorized.
4.8. Customer is responsible for all fees, including taxes, associated with its use of the Service. By using the Services, the Customer agrees to pay RIPPLA any applicable taxes with its use of the Services by the Customer.
4.9. In case the Customer registers for a paid Service Plan, the Customer may change her/hismind for any or no reason within three (3) days starting from the day the Customer signs-up for the Service Plan (the “Trial Period”). [what will be the rules of Trial if any]
4.10. Under no circumstances does RIPPLA store payment information provided by consumers, including bank card and other payment method information.
Confidential information
5.1. 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 “ConfidentialInformation” of the Disclosing Party). RIPPLA’s Confidential Information includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes non-public data provided by Customer 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 (except in performance of the Services or as otherwise permitted herein), and (iii) not to divulge to any third person any such Proprietary Information.
5.2. With the exception of the established in clause 5.4., the parties shall not be obligated under this section 6 with respect to Confidential Information after the expiration of five (5) years following termination of the Agreement or any information that the Receiving Party can document (a) is generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. The party seeking to disclose information will promptly give notice to the other party and allow the other party to object or to seek a protective order to the extent permitted by the applicable.
5.3. Except as otherwise authorized or required in furtherance of the purposes of this Agreement, promptly upon a request by the Disclosing party, the Receiving party will, at its option, either destroy and certify destruction in writing or return to the disclosing party all Confidential Information and all documents or media containing any such Confidential Information and all copies or extracts thereof. The Receiving party shall be permitted to retain copies of any computer records and files containing any Confidential Information which have been created pursuant to automatic archiving and back-up procedures or retain a back-up copy of such Confidential Information as required by law, rule, regulation or internal compliance policies, in which cases such Confidential Information shall continue to be subject to confidentiality obligations even after termination of this Agreement.
5.4. The obligations of the parties under this section shall continue perpetually with respect to software and trade secrets.
5.5. RIPPLA shall have the right to collect and analyze Usage Data and RIPPLA will be free (during and after the term hereof) to, to the extent and manner permitted under applicable law (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other RIPPLA offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. The confidentiality obligation set forth in this Section 6 shall apply to the collection and use of such data.
Intellectual property
6.1. All Intellectual Property Rights in and to the Services and Website are owned by RIPPLA. Customer shall not acquire any proprietary right, title, or interest in or to any Intellectual Property Rights in the software.
6.2. RIPPLA shall not use the Customer Intellectual Property for any purpose other than to provide the Services during the Subscription Term.
6.3. Customer shall not violate the Intellectual Property Rights of RIPPLA, nor assist or cause any third party to commit any such violation.
6.4. 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 any such third-party websites, information, materials, products, or services. If Customer access any third-party website, service, or content from RIPPLA's website, Customer remain at their own risk and expressly accept that RIPPLA has no liability arising from your use of or access to any third-party website, service, or content.
Customer reference
7.1. In order to receive services under the Agreement, Customers provide RIPPLA with access to their publicly available materials posted on the Internet (for the Hotel, on its official website, for Influencer, on its Instagram account page), which are photographs, descriptions, information about the Customer, logos, trademarks, and the like ("Customer Materials").
7.2. In particular, the Influencers acknowledge and agree that a condition of the Services provision is the collection of Influencer audience & performance analytics, including but not limited to demographic and performance metrics for the Influencer (without asking the Influences to authenticate) and giving the Hotels the access to such information.
7.3. Customer grants RIPPLA a non-exclusive, worldwide, royalty-free license to use, reproduce, and display the Customer Materials in electronic form via the Internet and third-party networks for the purpose of the Agreement, marketing and corporate communication. All such uses will be in compliance with Customer's written trademark guidelines as provided by Customer to RIPPLA, if applicable, upon signature of the agreement. Customer logos Information of Customer includes non-public data
7.4. RIPPLA agrees that it will not in any way suggest or imply by the use of the CustomerMaterials that RIPPLA is affiliated with, endorsed or sponsored by or created in association with Customer except as agreed by Customer. RIPPLA acknowledges that Customer owns all rights, titles, and interests and to the Customer Materials. RIPPLA agrees not to do anything inconsistent with such ownership, and all uses of the Customer Logos will be in compliance with and solely in accordance with the terms of the Agreement.
7.5. Customer shall provide RIPPLA with reasonable prior notice of any significant enhancements that generally affect the appearance, updating, delivery, or other elements of the Customer logos, and shall make such enhancements available to RIPPLA upon commercially reasonable terms.
7.6. RIPPLA agrees to (i) comply with all legal requirements in connection with the use of the Customer logos; (ii) not to sublicense, assign, transfer, pledge, offer as security, or otherwise encumber the Customer logos or any of the rights granted in this agreement in any way other than as expressly provided in the agreement; (iii) not to use any of the Customer logos in any manner or for any purpose in violation of the terms of this Agreement; (iv) not to challenge the title or any other rights of Customer or its licensors, (v) not contest the validity of the copyrights or other proprietary interests in and to the Customer logos or (vi) claim any right, title or interest in or to the Customer logos or any parts or derivatives or variations.
Privacy and date protection
8.1. RIPPLA has access to Personal Data through the execution of this Agreement, and it shall act as data controller for the processing thereof, as it determines the purposes and means of the processing of Personal Data. RIPPLA shall process any Personal Data at all times in full compliance with the applicable data protection laws (in particular, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data).
8.2. RIPPLA shall take appropriate technical and organizational measures to ensure an adequate level of data protection for the processing, integrity, confidentiality, and security of the Personal Data within the scope of this Agreement.
8.3. Customer acknowledges and agrees that act as a data controller and shall comply with all applicable data protection laws. Customer will process Personal Data from its employees, agents and contractors and will comply with their respective obligations as required under applicable data protection laws, using appropriate technical and organizational measures for the processing.
8.4. The parties shall cooperate in order to enable one another to full fill legal obligations arising under applicable data protection laws within the scope of this Agreement.
8.5. RIPPLA's Privacy Policy, accessible at RIPPLA PRIVACY POLICY describes how RIPPLA handles the information that Customer provides when accessing and using RIPPLA's Services and Website.
8.6. the Customer agrees to only use the Services in a fair and lawful manner. The Customer shall not use the personal information, including but not limited to personal information of the Influencers, for any unlawful or unethical purposes, and will respect their reasonable expectation of privacy.
8.7. If the Customer violates these terms or engage in any unlawful or unethical behaviour, RIPPLA reserve the right to terminate such a Customer's access to the Services at any time, without notice. We take the fair and lawful treatment of personal information very seriously and will not tolerate any violations of these principles.
Term and termination
9.1. Subscriptions will automatically renew for additional periods equal to the expiring Subscription Term, unless either party gives the other notice of non-renewal before the end of the relevant Subscription Term.
9.2. The Customer may cancel the Services at any time, with or without cause. The Customerunderstands and accepts that by canceling the Services: i) it may not receive a refund; ii) it may be obligated to pay all charges due until the end of the Subscription; iii) it may lose access to and use of its tokens, keys or passwords and any Services.
9.3. RIPPLA may terminate keys or passwords for cause with or without prior notice to the Customer. Cause for termination includes but is not limited to infringement or violation of the Agreement, partial or complete discontinuance of the Services and/or the Website, extended periods of inactivity, request to do so by law, and non-payment of fees or charges owed by the Customer to the RIPPLA.
9.4. Cancellation or termination will result in immediate cessation of access to the Services, and deletion of the Customer’s tokens, keys or passwords and all Services contained therein. All terminations are at the sole discretion RIPPLA, and RIPPLA shall not be liable to you or any third party as a result of termination.
9.5. Upon termination or expiration of the Agreement for any reason, the Customer will irrecoverably delete any and all data received from RIPPLA.
9.6. RIPPLA reserves the right to suspend delivery of the Services if Customer fails to timely pay any undisputed amounts due to RIPPLA under this Agreement, but only after RIPPLA notifies Customer of such failure and such failure continues for three (3) days. Suspension of the Services shall not release Customer of its payment obligations under this Agreement. Customer agrees that RIPPLA shall not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to the suspension of the Services resulting from Customer's non-payment.
9.7. In case of Agreement termination, the Customer agrees that RIPPLA shall have no liability or responsibility to the Customer, and RIPPLA will not refund any amounts that the Customer has already paid, to the fullest extent permitted under applicable law.
9.8. Upon termination of this Agreement, RIPPLA shall immediately cease providing the Services, and all usage rights granted under this Agreement shall terminate
Warranty and disclaimer
10.1. RIPPLA shall use reasonable efforts in accordance with best and prevailing industry standards to perform Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance, or updates required to reflect changes in relevant laws and regulatory requirements, either by RIPPLA or by third-party providers, or because of other causes beyond RIPPLA's reasonable control, but RIPPLA shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
10.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SOFTWARE, SUPPORT, AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND RIPPLA AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND 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 FURNISHED OR 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 USE OF THE SITE IS AT CUSTOMER’S OWN DISCRETION AND RISK AND RIPPLA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL IT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF IT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, RIPPLA IS NOT RESPONSIBLE FOR ANY DEFECT OR ERROR RESULTING FROM THE MODIFICATION, MISUSE, OR DAMAGE OF THE SERVICES BY PARTIES OTHER THAN THE CUSTOMER. RIPPLA DOES NOT WARRANT AND SHALL HAVE NO LIABILITY WITH RESPECT TO NON- RIPPLA PRODUCTS AND SHALL HAVE NO LIABILITY UNDER ANY WARRANTY IF THE CUSTOMER'S USE OF THE SERVICES IS NOT IN ACCORDANCE WITH THE TERMS AND CONDITIONS IN THIS AGREEMENT.
Limitation of liability
IN NO EVENT WILL EITHER PARTY 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 EITHER PARTY 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.
Idemnification
12.1. The Customer shall indemnify, defend and hold RIPPLA and its directors, officers, employees, agents, successors, and permitted assigns (“RIPPLA Indemnitees”), harmless, at the Customer's 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 Customer’s use of Services.
12.2. RIPPLA shall notify the Customer promptly in writing of any such claims and agrees to cooperate with the Customer in the defense and settlement of any such claims as reasonably requested by the Customer at the Customer's expense. RIPPLA's failure to provide written notice to the Customer shall not affect the Customer's indemnification obligations hereunder except to the extent that the Customer is materially prejudiced thereby. Notwithstanding anything to the contrary in this Section 13, RIPPLA may select its own legal counsel to represent its interests, and the Customer 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 13.
Equitable relief
A breach of any provision of this Agreement may cause RIPPLA irreparable injury and damage, and therefore the Customer 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.
Miscellaneous
14.1. From time to time, RIPPLA may revise, amend or otherwise change these Terms 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. If you do not agree to the changes, you must stop using the Services.
14.2. 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.
14.3. This Agreement is not assignable, transferable, or sublicensable by Customer except with RIPPLA's prior written consent. RIPPLA may transfer and assign any of its rights and obligations under this Agreement without consent.
14.4. 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.
14.5. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and the Customer does not have any authority of any kind to bind RIPPLA in any respect whatsoever.
14.6. 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 Customer, to the e-mail address of the Customer 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 Section 15.5.
14.7. 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.
14.8. 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.