Acceptance of These Terms of Service

Welcome to Episode Four.

Episode Four, LLC, a New York limited liability company (“Episode Four,” “we,” “us,” or “our”) provides you with access to our RYA Insight’s Platform ( “RYA”), services and related content via our website located at RYA (askrya.com) (the “Site”). All access and use of the Site and your engagement with our services, including RYA, and related technologies (collectively, the “Service”) is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service. In these Terms of Service, “you” and “your” refer to you personally and/or the company, corporation, organization, business, partnership, sole proprietorship, or other entity (each herein referred to as an “entity”) on behalf of which, or for the benefit of which, you are using the Service. Further, if you are an entity using the Service pursuant to these Terms of Service, you may make available the Service to your employees and representatives for their use on your behalf or for your benefit, in which case references to “you” or “your” herein will also include such employees and representatives. 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST EPISODE FOUR ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time without specific notice to you. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the [INSERT LINK] link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

Your Privacy: At Episode Four, we respect your privacy. For more information please see our Privacy Policy, located at [INSERT LINK] (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Electronic Communications: You are communicating with Episode Four electronically when you use the Site or send an email to Episode Four. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 

Access and Use of the Service

Service Description: The Site provides access to RYA, which is an AI-based marketing tool and platform designed to facilitate content creation. In order to use RYA, you must first obtain a RYA account (an “Account”), which may only be obtained by providing certain information requested on the Site to the designated individuals associated with Episode Four (each an “Episode Four Designee” and collectively, the “Episode Four Designees”). After contacting an Episode Four Designee, you and Episode Four shall prepare a statement of work, which shall include (i) the agreed upon scope of the Service, and any limitations thereon; (ii) the names of your employees, consultants, contractors, and agents who are authorized to access and use the Service under the rights granted to you pursuant to these Terms of Service (each, an “Authorized User”); (iii) the fees for the Service under such SOW; (iv) the period of performance for the Services under such SOW; and (v) any other information or agreements deemed relevant by the you and Episode Four hereto. Each proposed statement of work, when acceptable to both you and Episode Four, shall be executed by both parties (upon such execution, and as may be modified from time to time in accordance herewith, a “Statement of Work” or “SOW”). Each SOW is incorporated by reference into, and shall be deemed a part of, these Terms of Service.

Your Registration Obligations: You may be required to provide information about yourself or business (e.g., name and email address) in order to create an Account and/or access and use certain features of the Service. You agree to provide and maintain true, accurate, current, and complete information during the Account registration process. Account registration data and certain other information about you are governed by our Privacy Policy. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Service to enter into a legally binding contract with Episode Four in order to create an Account. We may reject your application for an Account, or cancel an existing account, for any reason, at our sole discretion.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password (if any) and Account details, and are fully responsible for any and all activities that occur under your password or Account. You agree to (a) immediately notify Episode Four of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session when accessing the Service. Episode Four will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Service: Episode Four reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Episode Four will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage: You acknowledge that Episode Four may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Episode Four’s or its third-party service providers’ servers on your behalf. You agree that Episode Four has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Episode Four reserves the right to terminate Accounts that are inactive for an extended period of time. You further acknowledge that Episode Four reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Conditions of Access and Use

User Conduct: You are solely responsible for all information, data, text, messages, and other materials (“content”), in any form or medium, that you make available to Episode Four, including by submitting, posting, uploading or otherwise inputting such content (hereinafter, “upload(ing)”) via the Service or by emailing such content to Episode Four (collectively, “User Content”). Notwithstanding the foregoing, Aggregated Statistics (defined below) are not User Content. The following are examples of the kinds of content and/or uses that are illegal or prohibited by Episode Four. Episode Four reserves the right to investigate and take appropriate legal action against anyone who, in Episode Four’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the Account of such violators, and reporting the violator to law enforcement authorities. 

You agree to not use the Service to:

  1. email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Episode Four, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Episode Four or its users to any harm or liability of any type;

  2. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;

  3. violate any applicable local, state, national, or international law, or any regulations having the force of law;

  4. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

  5. solicit personal information from anyone under the age of 18;

  6. harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

  7. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

  8. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

  9. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;

  10. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or

  11. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Episode Four from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Fees

Payment:  Our offerings, subscriptions and/or products to the Service (each, an “Offering” and collectively, the “Offerings”) are made available for purchase. In order to purchase an Offering, you must pay Episode Four the fees (“Fees”) in the amount and manner set forth in the applicable SOW. The SOW will describe the number of Authorized Users authorized to use RYA. 

Billing Cycles; Auto-Renewals: Day one of your initial billing cycle commences on the date provided in your SOW and your billing cycle shall continue in full force and effect for the period described in your SOW (the period described in any SOW is the “Term”). Your billing cycle shall automatically expire at the end of the Term unless prior to the end of the Term, you (i) notify an Episode Four Designee of your desire to extend or renew your billing cycle and (ii) enter into a separate SOW with Episode Four that extends or renews your then-current billing cycle. Notwithstanding the foregoing, if we notify you that the Term will automatically renew prior to the expiration of your then-current billing cycle, then the Term will be automatically extended for successive renewal periods consistent with your then-current SOW at the then-current rate. To change or terminate your billing cycle at any time, you can email the Episode Four Designee who helped you obtain an Offering or email us at info@ask-rya.com. If you terminate your billing cycle, you may continue to use your Offering until the end of the then-current Term and your billing cycle will not be renewed after the then-current Term expires. However, you will not be eligible for a prorated refund of any portion of the billing cycle fee paid for the then-current Term. If you do not want to continue to be charged on a recurring basis, you must cancel or terminate your billing cycle before the end of the then-current Term. Billing cycles cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these Terms of Service, Episode Four will not refund any amounts that you have already paid. 

Termination for Breach: Either you or Episode Four may terminate any SOW, effective on written notice to the other party, if the other party materially breaches these Terms of Service or such SOW, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured for thirty (30) calendar days after the non-breaching party provides the breaching party with written notice of such breach. In addition to the foregoing, you acknowledge and agree that, if the breach at issue is related to your failure to pay any Fees when due, Episode Four may suspend your access to the Service until such breach is cured. 

Refunds: Payments made by you hereunder are final and non-refundable, unless otherwise determined by Episode Four. We may at our own absolute discretion, provide a refund of certain amounts paid. If you are inquiring about such a refund, please contact us at info@ask-rya.com.

Beta Testing: In connection with the initial launch of the RYA, you may be invited, in Episode Four’s sole discretion, to participate in a beta program in connection with which you may receive and use RYA for free for a particular period of time (the “Initial Beta”). Thereafter, from time to time we may make available to you RYA and/or certain related features, functionality or services that are expressly designated as being made available for a beta, trial, demo, pilot, limited release, pre-release, non-production, evaluation or similar program (any such program including the Initial Beta, a “Beta Program” and any such features, functionality or services, the “Beta Services”). If we offer you the opportunity to participate in a Beta Program and access and use of an Offering and/or Beta Services in connection therewith, your use thereof will be governed by these Terms of Service as well as the specific terms of the applicable Beta Program, which will be provided to you via email, when you sign up for the Beta Program and/or through other reasonable means (the “Beta Terms”). The applicable Beta Terms will describe whether the Beta Services will be provided for free, for a fee or in exchange for referrals or services in-kind. The Beta Terms will also describe the length of your access to the applicable Beta Services (the “Beta Period”). Unless otherwise expressly indicated in the applicable Beta Terms or by Episode Four, if you use any Beta Services for free in connection with a Beta Program beyond the Beta Period, you will be required to pay the fees described on our Site from the date on which the Beta Period ends. Beta Services provided to you in connection with a Beta Program are for evaluation, testing and trial purposes only, provided on an “as is” and “as available” basis and all warranties, conditions, and representations, whether express or implied, under common law or statute, including those relating to fitness for purpose, satisfactory quality and non-infringement are excluded to the maximum extent permitted by applicable law. Without prejudice to the section entitled Limitation of Liability herein, we accept no liability for any losses, damages or costs arising from or in relation to Beta Services, and you use them at your own risk. We may discontinue Beta Programs and/or Beta Services at any time in our sole discretion. If you are provided with a product for free in connection with a Beta Program, you will promptly return such product to us as directed by us unless you otherwise opt to purchase such product as described above.

Grant of Rights

Access to RYA. Subject to and conditioned on your payment of the applicable fees and compliance with these Terms of Service, Episode Four grants you, through your Authorized Users, a non-exclusive, non-transferable, (except in compliance with the assignment provisions provided in the General section of these Terms of Service) right to access and use RYA during the Term. You acknowledge and agree that your Authorized Users will not deviate from those users set forth in each applicable SOW, except as expressly agreed to in a writing signed by you and Episode Four and subject to any appropriate adjustment of the Fees payable hereunder. Such use is limited to your internal use. Episode Four shall provide the necessary passwords and network links or connections to allow you to access the Service.

Aggregated Statistics. Notwithstanding anything to the contrary in these Terms of Service, during and after the Term, Episode Four may monitor, use and disclose data derived from your use of the Service in an aggregated and anonymous manner (the “Aggregated Statistics”) for the purposes of supporting and enhancing the Service, statistical analysis, benchmarking in aggregate form, gaining insights into the functionality and performance of the Service, and/or other business purposes. You acknowledge that Episode Four may compile Aggregated Statistics based on User Content input into the Services and you hereby grant to Episode Four a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Content incorporated within the Aggregated Statistics; provided, however, that Episode Four shall not identify you to any unaffiliated third-party as the or a source of such Aggregated Statistics. As between Episode Four and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Episode Four.

Effect of Termination. Upon expiration or earlier termination of your Term, you shall immediately discontinue use of the Episode Four IP, RYA and Service, and, without limiting Customer’s obligations under the Confidentiality section of these Terms of Service, you shall delete, destroy, or return all copies of the Episode Four IP and certify in writing to Episode Four that the Episode Four IP has been deleted or destroyed. No expiration or termination will affect your obligation to pay all Fees that may have become due before such expiration or termination or entitle you to any refund.

Intellectual Property Rights

Episode Four IP. You acknowledge that, as between you and Episode Four, all right, title, and interest, including all intellectual property rights, in and relating to the Episode Four IP is and shall remain the exclusive property of Episode Four, and other than the limited right to use the Service as provided herein, no other intellectual property right of any kind or nature is being conveyed or granted to you in connection with these Terms of Service. Episode Four reserves all rights not expressly granted to you in these Terms of Service. “Episode Four IP” means RYA, the Site, the Service, and any and all intellectual property, or components thereof, provided to you or any Authorized User in connection with the foregoing. For the avoidance of doubt, Episode Four IP includes Aggregated Statistics and any information, data, or other content derived from Episode Four’s monitoring of your access to or use of the Services, but does not include User Content.

Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Episode Four, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The Episode Four name and logos are trademarks and service marks of Episode Four (collectively the “Episode Four Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Episode Four. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Episode Four Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Episode Four Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Episode Four be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Episode Four does not pre-screen content, but that Episode Four and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Episode Four and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Episode Four, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Episode Four and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Service and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize Episode Four and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy. Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Episode Four are non-confidential and Episode Four will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you. You acknowledge and agree that Episode Four may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Episode Four, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Use of Brand Assets; Marketing:  Episode Four may: (i) identify you, by your name, tradename, trademarks and icons (collectively, the “Brand Assets”) as a recipient of the Service and a user of RYA for certain marketing and promotional purposes, include features on our Site and social media accounts and in sales presentations, and (ii), with your prior approval, develop a brief user profile for use by Episode Four for promotional purposes on its website and social media. Episode Four shall immediately cease and remove the use of such Brand Assets if you so request.

Third-Party Services and Websites

The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Episode Four has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Episode Four, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Episode Four enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Episode Four will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services. 

Confidentiality

“Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Episode Four’s Confidential Information includes all information that you receive relating to us, or to the Service, that is not known to the general public including information related to our security program and practices

Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this section. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

Copyright Complaints

We respect the intellectual property of others, and we ask you to do the same.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

  • A description of the copyright work that you claim has been infringed;

  • A description of where the infringing material is located on the Service;

  • Your address, telephone number, and email address;

  • A statement by you that you have a good faith belief that the alleged infringing use is not authorized by the copyright owner, its agent, or the law; and

  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can reach us directly by emailing us at info@ask-rya.com with the subject “Copyright Infringement.” Please note that we may request additional information before removing any allegedly infringing material.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Episode Four, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Episode Four Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service (including the Offerings and Third-Party Services), or any equipment or software used in conjunction there with, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Episode Four will provide notice to you of any such claim, suit, or proceeding. Episode Four reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Episode Four’s defense of such matter. You may not settle or compromise any claim against the Episode Four Parties without Episode Four’s written consent.

Disclaimers

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE (INCLUDING ANY THIRD-PARTY SERVICES INCORPORATED THEREIN OR MADE AVAILABLE IN CONNECTION THEREWITH) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE EPISODE FOUR PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES AS TO THE SUITABILITY, DURABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY, PERFORMANCE, TITLE, OR NON-INFRINGEMENT.

THE EPISODE FOUR PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE EPISODE FOUR PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, REVENUE, GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE EPISODE FOUR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE OR AN OFFERING; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE EPISODE FOUR PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID EPISODE FOUR IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

  1. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Episode Four, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Episode Four are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

  1. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND EPISODE FOUR AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND EPISODE FOUR AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

  1. Pre-Arbitration Dispute Resolution

Episode Four is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at info@ask-rya.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Episode Four should be sent to 206 Piping Rock Road

Locust Valley, New York 11560 United States (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Episode Four and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Episode Four may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Episode Four or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Episode Four is entitled.

  1. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Episode Four and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Episode Four agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

  1. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Episode Four or you under the AAA Rules, Episode Four and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Episode Four will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Episode Four will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

  1. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

  1. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

  1. Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Episode Four agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Episode Four written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

You agree that Episode Four, in its sole discretion, may suspend or terminate your Account (or any part thereof) or use of the Service and remove and discard any content within the Service, if you fail to make payment to Episode Four when due, if you breach any term or condition of these Terms of Service or if Episode Four otherwise believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Episode Four may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Episode Four may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Service. Further, you agree that Episode Four will not be liable to you or any third party for any termination of your access to the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Episode Four governing your access and use of the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Episode Four submit to the personal and exclusive jurisdiction of the state and federal courts located within city of New York and county of New York County. The failure of Episode Four to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect.  All terms that logically ought to survive the termination of these Terms of Service shall survive. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Episode Four, but Episode Four may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Episode Four will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Episode Four’s reasonable control.

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at 206 Piping Rock Road, Locust Valley, New York 11560, or via email at info@ask-rya.com.

U.S. Government Restricted Rights

The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the software).

Questions? Concerns? Suggestions?

Please contact us at info@ask-rya.com  or 206 Piping Rock Road Locust Valley, New York 11560 to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.