Provision of Access

Ripl shall make the Service available to you pursuant to this Agreement during your Subscription Term, solely for your own internal business purposes. You agree that your purchase of the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Ripl with respect to future functionality or features. “Subscription Term” means the then-current Initial Term or Renewal Term of your order for the Service during which you are authorized to use or access the Service pursuant to the terms set forth in this Agreement, unless earlier terminated as set forth in Section 13.
 

Limited License to the Service and Content

Subject to the terms and conditions of this Agreement, Ripl grants you a personal, limited, non- exclusive and non-transferable license to install and use the Application for purposes on any device that you own or control and as permitted by the Usage Rules set forth in Apple's App Store Terms of Service (the “Usage Rules”) or Google's Play Store Terms of Service for mobile devices specifically. This license does not allow you to use the Application on any device that you do not own or control, and you may not distribute or make the Application available over a network where it could be used by multiple devices at the same time. This license does not entitle you to receive from us hard-copy documentation, support, telephone assistance, or enhancements or updates to the Application, and Apple and Google have no obligation to furnish any maintenance and support services regarding the Application. The terms of this license will govern any upgrades provided by us that replace or supplement the original Application unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
 

Subject to the terms and conditions of this Agreement, Ripl grants you a personal, limited, non-exclusive, and non-transferable license to use, publish, distribute, and display the pre-approved backgrounds, imagery, and music provided in the Service for the purposes of creating digital media content through the Service (“Licensed Materials”).
 

Restrictions

You must use the Service in compliance with all applicable laws. You must comply with applicable third-party terms of agreement when using the Service (e.g., your wireless data service agreement). Your right to use the Service will terminate immediately if you violate any provision of this Agreement. Your rights to use the Service are specified in this Agreement and all rights not expressly granted herein are reserved to Ripl.

All rights not expressly granted in Sections 1 and 2 above are exclusively reserved to Ripl. When using the Service, you may not:
 

• modify, adapt, copy, translate, create derivative works from, publish, license, sell, or otherwise commercialize the Service, Content (defined below), or any information or software associated with the Service;

• decompile, reverse-engineer, disassemble or otherwise attempt to derive source code from the Service;

• remove, obscure or alter Ripl’s copyright notice, trademarks, or other proprietary rights notices affixed to the Service or Content;

• rent, lease, sublicense, or otherwise transfer rights to the Service;

• use the Service in any manner that could impair or interfere with the Service;

• interfere or attempt to interfere with the operation of the Service in any way through any means, software, routine or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or other means;

• use any robot, spider, other automatic device, or manual process to monitor or copy the Service or Content contained thereon or for any other purpose without our prior express written permission; or

• take any action that imposes an unreasonable or disproportionately large load on the Ripl infrastructure.
  
   

Intellectual Property

Except for User Submissions (defined below) all intellectual property rights in and to the content, tools, text, logos, marks, data, audio, video, design, codes, layout, “look and feel”, and other content that is included on the Service (“Content“) is owned by Ripl or the applicable third-party intellectual property owners. Except for the rights granted herein with respect to the Licensed Materials, your use of any Content without prior written consent is strictly prohibited.
 

Account Registration

To access portions of the Service, you may be asked to provide registration details or other information. It is a condition of your use of the Service that all information you provide is complete, current, and accurate. All information you provide to register with the Service or otherwise is governed by our Privacy Policy, and you consent to all actions Ripl takes with respect to your information consistent with our Privacy Policy.
 

Fees

You shall pay all fees specified in all applicable subscription orders (“Fees”). Except as otherwise specified herein or in any subscription order, all Fees are quoted and payable in United States dollars, payment obligations are non-cancelable, and Fees paid are non-refundable. Fees for the Service are based on subscriptions purchased and not actual usage. For purposes of clarity, the subscription purchased cannot be decreased during a Subscription Term.
 

Payments for downloadable versions of the Application are made via their respective application stores (Apple App Store or Google Play). Payments for the web-based version of the Application are made via our e-commerce platform Stripe. Ripl does not have access to, nor retains any credit card information of, any user of the Service.
 

Use and Protection of Login Credentials

You are responsible for maintaining the confidentiality of your user name and password (“Login Credentials”), if applicable. You are responsible for all uses of your account and Login Credentials, whether or not authorized by you. You agree to notify Ripl immediately of any unauthorized access to or use of your account or Login Credentials or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. Please use caution when accessing your account from a public or shared computer so that others are not able to view or record your Login Credentials or other personal information. Ripl reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in Ripl’s opinion, you have violated any provision of this Agreement.
 

User Submissions

Subject to this Agreement and the functionality of the Service, you may comment on content, contribute to forums, and otherwise submit content (together, “User Submissions“) through the Service. Any User Submissions that you submit to Ripl in connection with a contest, sweepstakes, or other promotion (“Promotion“) will be subject to this Agreement unless the applicable terms, conditions, and/or official rules that govern the Promotion expressly state the contrary. You own all intellectual property rights in and to your User Submissions. By posting or uploading User Submissions through the Service, you grant Ripl a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sub- licensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, decompile, reverse engineer, data process, display, perform, and otherwise exercise all rights in and to the User Submissions in connection with Ripl’s business, including, without limitation, through the Service, for marketing and advertising purposes, and on Ripl merchandise in any media formats and through any media channels now known or hereinafter invented. Without limiting the foregoing, the license may also be exercised by third parties acting on Ripl’s behalf. You also grant each user of the Service a non-exclusive license to access your User Submissions through the Service.
 

Requirements for User Submissions

You agree that, whether or not your User Submissions are published through the Service, Ripl offers no confidentiality or anonymity with respect to User Submissions. You warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize Ripl to use your User Submissions as contemplated by the functionality of the Application and in this Agreement. You understand and agree that Ripl may display or distribute User Submissions along with your account name or other information you provide during any applicable registration process. When contributing User Submissions, you will not:
 

• Make false, misleading, obscene, or indecent statements;

• Participate in gambling or illegal activities;

• Post User Submissions giving rise to civil or criminal liability under applicable laws or regulations, or that otherwise may be in conflict with this Agreement and our Privacy Policy

• Post User Submissions that are defamatory, threatening, harassing, sexually explicit, abusive, hateful, or embarrassing to any other person or entity;

• Repeatedly post the same or similar User Submissions or otherwise impose an unreasonable or disproportionately large load on Ripl’s or its agent’s infrastructure;

• Post irrelevant User Submissions or post User Submissions in inappropriate categories;

• Delete or otherwise revise or improperly interfere with any User Submissions posted by any other user of the Ripl Application;

• Post User Submissions that infringe or misappropriate any copyright, trademark, patent, trade secret, or other intellectual property or any privacy or publicity rights of another;

• Post chain letters, “junk mail”, “spam,” or pyramid schemes;

• Harm or harass others;

• Contact anyone who has asked not to be contacted; or

• Impersonate any person or entity.
   

No Obligation to Publish

Ripl may remove or decline to post any User Submission at any time, for any reason (or for no reason), without notice and at its sole discretion, including, without limiting the foregoing, if it determines that a User Submission is inappropriate or fails to comply with this Agreement. Ripl has no responsibility for the back-up of any of any User Submission or any lost data resulting from the use, operation or discontinuation of any aspect of the Service.
 

Third-Party Content
 

Ripl, in its discretion, offers opportunities for its users to contribute User Submissions through the Service. You understand and agree that User Submissions are third- party content and are not created by Ripl. You understand that the Service aggregates User Submissions and other material in the Services, and that the User Submissions and other material does not necessarily represent the views of Ripl.

When using the Ripl Client to share with YouTube you are agreeing to be bound by the YouTube Terms of Service at https://www.youtube.com/t/terms.
 

Ripl may also make available for your use certain third-party Licensed Materials (e.g. images) to help you create your digital media content. You agree to abide by any additional third-party use restrictions for such content, including the following: (i) content is for digital use only, originating from Ripl, (ii) content cannot be used for print purposes, (iii) content cannot be used as a trademark for your business, (iv) you may not use the content to portray a person in a way that may be offensive, including: in connection with adult-oriented services or ads for dating services; in connection with the promotion of tobacco products; in connection with political endorsements; with pornographic, defamatory, unlawful, offensive or immoral content; and as suffering from, or being treated for, a physical or mental ailment, and (v) you may only use the content in campaigns and content created on Ripl.

In the case of Promotions, the bestowal of an award or prize by Ripl or its partner(s) does not signify Ripl’s endorsement of that User Submission.
 

Through your use of the Service, you may be exposed to User Submissions or other material that you may find inaccurate, deceptive, offensive, objectionable, or harmful. All User Submissions and other material are provided for your convenience only, and you assume all associated risks.
 

Third-Party Websites

You may be able to link from the Service to third-party websites that take you outside of the Service (“Linked Sites”). Ripl has no responsibility for the information, content, products, services, advertising, code or other material, which may be provided through the Linked Sites. Your interactions with Linked Sites are subject to the terms of service and other policies of those sites, so please use common sense as you navigate the Web and be aware when you leave the Service.
 

Change or Update to Service; Term; Termination

The “Term” of the Agreement shall be the duration of the then-current Initial Term or Renewal Term(s) of your applicable subscription for the Service. For purposes of clarity, the Term of this Agreement will commence on: (i) the effective date specified in your subscription order, or (ii) at the time of download of the Application (as applicable), and will continue until you terminate your subscription to the Services, or Ripl terminates this Agreement pursuant to this Section 13.
 

The “Initial Term” for each subscription order will commence on the effective date set forth on such order, or at the time of download of the Application (as applicable), and will continue for the subscription period selected by the user. Unless otherwise set forth on the relevant order, each order will automatically renew after the Initial Term for successive monthly or annual periods (each a “Renewal Term”), as applicable, unless you give Ripl prior written notice of your intent not to renew such subscription at least one (1) day prior to the end of the Initial Term or then-current Renewal Term. Ripl may increase the Fees due under orders for the applicable Renewal Terms (if any) by providing notice to Customer of such increase at the time of renewal.
 

You are permitted to continue use of the Service from the time of your notice of non-renewal through the end of the then applicable Term. However, Ripl is not obligated to refund to you any prepaid Fees for any Term. Ripl, at its sole discretion, and on a case-by-case base, may opt to refund Fees to its users.
 

Ripl shall have the right for any reason, in its sole discretion, to terminate, change, suspend or discontinue, temporarily or permanently, any aspect of the Service, including but not limited to content or features, without notice to you. We may also impose limits on certain features and services or restrict your access to parts or all of the Service with or without notice or liability. From time to time, Ripl may make available updates or upgrades to the Service via software download or other means. Such updates or upgrades may occur automatically without the need for an act on your part, or it may require you to manually download an update or upgrade through the same source from which the Service was originally downloaded. Certain functions of the Service may be modified or discontinued as a result of any such update or upgrade, or may not be available if you have not downloaded all updates and upgrades made available by Ripl or otherwise.
 

RIPL DOES NOT WARRANT THAT THE FUNCTIONS, FEATURES OR CONTENT CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OTHER SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. If your use of this Service results in the need for servicing or replacing property, material, equipment or data, Ripl is not responsible for those costs.

The Service may contain information about Ripl or other products or services. The information in the Service is accurate as of the date the Service is made available to you. Such information about Ripl or other products or services may be updated from time to time, including without limitation, when the Service may be updated or upgraded. You should periodically check whether an updated or upgraded version of the Service is available.
 

You agree that Ripl may terminate your use of this Service, and/or exercise any other remedy available to it, if Ripl reasonably believes that you have violated or acted inconsistently with the letter or spirit of this Agreement, or violated the rights of Ripl or any third party, or for any reason with or without notice to you. You agree that Ripl will not be held liable to you or any third party as a result thereof.
 

Indemnity

You will indemnify and hold harmless Ripl, our subsidiaries, parents, affiliates, officers, directors, shareholders, legal representatives, agents, and other partners and employees from loss, liability, costs, damages or expenses from any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all claims, liabilities, judgments, losses, damages, costs, charges, attorney’s fees, and other expenses of every nature and character by reason of (i) your use of the Service; (ii) your breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement; (iii) any acts or omissions by you or on your behalf with respect to any User Submissions posted by you and/or any third party; and (iv) your violation of the rights of third-parties, including any infringement or unauthorized use of the Licensed Materials.
 

Disclaimers

THE SERVICE AND ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH IT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR ARISING OUT OF COURSE OF CONDUCT, TRADE CUSTOM, OR USAGE. IN ADDITION, RIPL DISCLAIMS (A) ANY ENDORSEMENT OF OR LIABILITY FOR USER SUBMISSIONS, CONTENT, AND LINKED SITES; (B) INACCURACY, INCOMPLETENESS OR TIMELINESS OF THE CONTENT; (C) THE TRANSMISSION OF VIRUSES OR THE OCCURRENCE OF DATA CORRUPTION; AND (D) DAMAGES AS A RESULT OF THE TRANSMISSION, USE OR INABILITY TO USE THE SERVICE OR CIRCUMSTANCES OVER WHICH RIPL HAS NO CONTROL. YOU UNDERSTAND AND AGREE THAT THE OPERATION OF THE SERVICE MAY INVOLVE BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. RIPL HAS NO LIABILITY WHATSOEVER FOR YOUR USE OF THE SERVICE OR USE OF ANY INFORMATION OR MATERIALS ACCESSED THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RIPL THROUGH THE SERVICE CREATES ANY WARRANTY, REPRESENTATION OR GUARANTEE.
 

RIPL DOES NOT WARRANT THAT THE FUNCTIONS, FEATURES OR CONTENT CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OTHER SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. If your use of the Service results in the need for servicing or replacing property, material, equipment or data, Ripl is not responsible for those costs.

IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.
 

Your downloading, installation and use of the Service is at your own discretion and risk, and you are solely responsible for any damages to your hardware device(s) or loss of data that results from the downloading, installation or use of the Service.
 

Disclaimer of Apple’s Liability; Third Party Beneficiary Rights

Neither Apple nor Google will be responsible for any claims by you or any third party relating to your possession and/or use of the Application, including but not limited to (i) product-liability claims, (ii) any claims that the Application fails to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer-protection laws or similar legislation, and (iv) claims by any third party that the Application or your possession and use of the Application infringes the intellectual property rights of the third party. You agree that Apple, Google, and their respective subsidiaries are third-party beneficiaries of this Agreement, and that upon your acceptance of the terms and conditions of this Agreement, Apple and/or Google will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
 

Limitation of Liability; Exclusion of Damages

RIPL WILL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, ANY VIRUSES AFFECTING THE SERVICE, THE USE OR INABILITY TO USE THE SERVICE, THE RESULTS GENERATED FROM THE USE OF THIS SERVICE, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS, HOWEVER CHARACTERIZED, AND/OR FROM ANY OTHER CAUSE WHATSOEVER.
 

Ripl is not liable for any lost data resulting from use of the Service and/or the enforcement of this Agreement. Ripl disclaims any and all liability for the acts, omissions and conduct of any users on the Service or otherwise related to your use of the Service. Ripl is not responsible for the products, services, actions or failure to act of any other third party in connection with the Service.
 

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, RIPL’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE AMOUNT YOU PAID TO RIPL, IF ANY, IN THE SIX (6) MONTHS PRIOR TO THE EVENTS GIVING RISE TO YOUR CLAIM.
 

Release

If you have a dispute with one or more users of the Service, you release Ripl (and its officers, directors, agents, employees, and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
 

Copyright Policy

If you believe that your work has been copied and posted through the Service in a way that constitutes copyright infringement, please provide us with a written notice containing the following information:

Ripl’s Copyright Agent for notice of claims of copyright infringement can be reached as follows: 600 1st Ave Suite 532
Seattle, WA 98104.
 

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

• a description of the copyrighted work that you claim has been infringed;

• identification of the allegedly infringing material and where that material is located on the Service;

• your name, address, telephone number, and email address;

• a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

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

Wireless Access Charges

Certain Application functions may require data access, and the provider of data access for your device may charge you data access fees in connection with your use of the Application. You are solely responsible for any data access or other charges you incur.
 

Uninstalling the Application

Uninstallation methods may vary depending on your device. To uninstall this Application, please use the application manager provided with your device or consult your device manual for reference.
 

Information About You

Information we collect through the Service is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.
 

Miscellaneous

This Agreement is governed by the laws of the State of Washington, without reference to its choice-of- laws rules. The exclusive jurisdiction and venue for any action under this Agreement will be in the state and federal courts of King County, Washington. You accept the exclusive personal jurisdiction of such courts. You may not assign any rights granted to you or delegate any of your duties hereunder and any attempt to do so is void and of no effect. We may assign our rights and delegate our duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of our assets relating to this Agreement. Nothing in this Agreement will constitute a partnership or joint venture between you and us. This Agreement and our Privacy Policy set forth the entire understanding and agreement between us with respect to the subject matter hereof. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect.