Terms of Service

These Terms of Service (these “Terms”) govern the relationship between you and Rezzly LLC, a limited liability company formed under the laws of the State of California, USA, having an address at 1653 Ashby Avenue, Berkeley, California 94703, United States of America (“Rezzly” or “we,” “us,” or “our”) regarding your access to and use of Rezzly’s (1) web-based software platform, available at https://rezzly.co and any related applications (collectively, the “Platform”); (2) content; and (3) products and services (collectively, the “Services”). The Services are designed for use by homeowners associations, condominium associations, and other common-interest community associations, and by community association management companies acting on their behalf. As of the Effective Date, Customers use the Services for the following purposes:

• Logging, documenting, and tracking reported violations of a community’s Governing Documents, including by uploading photographic evidence and related case details.
• Uploading a community’s Governing Documents so that reported violations can be checked against what those documents actually say.
• Receiving AI-assisted analysis that reviews, flags, and categorizes reported violations against the community’s uploaded Governing Documents.
• Asking follow-up questions about a Violation Case through a chat interface preloaded with the context of that case.
• Managing Violation Cases through documented human review, resident notice, dispute, and resolution workflows.
• Generating and retaining records of violation determinations and related correspondence.

Certain Services are subject to additional policies, rules, and terms and conditions, which you may be required to agree to as a condition of using those Services (“Additional Terms”). In those cases, the applicable Additional Terms will be made available to you prior to your access to or use of the applicable Services.

This Agreement includes the Rezzly Privacy Policy and, where applicable to Customer Data, the Rezzly Data Processing Addendum, each of which is incorporated herein.

1. Definitions

1. “Association” means a homeowners association, condominium association, cooperative, or other common-interest community association.
2. “Authorized User” means an individual, such as a board member, officer, committee member, employee, or contractor of Customer, whom Customer authorizes to access or use the Services under Customer’s Account.
3. “Content” means text, images, photos, audio, video, and all other forms of data or communication.
4. “Customer” means the Association or community association management company that accepts these Terms, including, where a management company accepts these Terms on behalf of one or more Associations, each such Association.
5. “Customer Data” means Content that Customer or its Authorized Users submit or transmit to, through, or in connection with the Services, including Governing Documents, Violation Case details, photographic evidence, and Resident Personal Information.
6. “Enforcement Action” means any fine, fee, penalty, warning, violation notice, demand to cure, suspension of privileges or amenities, referral to counsel or collections, lien, or other adverse action taken or threatened against a Resident or a property, based in whole or in part on a Violation Case or any Output.
7. “Governing Documents” means the recorded and adopted documents that govern a community, which may include covenants, conditions, and restrictions (CC&Rs), bylaws, articles of incorporation, rules and regulations, and architectural or design guidelines, in each case as uploaded to the Services by or on behalf of Customer.
8. “IPR” means United States and international copyright, trademark, patent, and other intellectual property rights.
9. “Our Providers” means our third-party providers, distributors, and licensors, including our cloud hosting providers and third-party AI model providers.
10. “Output” means Content generated by the AI features of the Services, including analyses, flags, categorizations, summaries, determination drafts, and chat responses concerning a Violation Case.
11. “Purposes” means the purposes set forth in the first paragraph of these Terms.
12. “Required Human Review” has the meaning given in Section 5.1.
13. “Resident” means an owner, tenant, occupant, or guest of a property within a community managed using the Services, and any other natural person whose information appears in Customer Data.
14. “Resident Personal Information” means information within Customer Data that identifies a Resident or other identifiable natural person, including images of persons, license plates, and dwellings.
15. “Rezzly Content” means Content that we create or develop and make available in connection with the Services, excluding Outputs.
16. “Third-Party Content” means Content that originates from parties other than Rezzly or its Customers, which is made available in connection with the Services.
17. “Violation Case” means a case record created in the Services concerning an alleged violation of a community’s Governing Documents.

2. Changes

This Agreement is subject to change by Rezzly at any time, subject to the following notification process. We will notify you about material changes to this Agreement by sending a notice to the email address registered in your Account, or by placing a prominent notice on the Platform, so that you can choose whether to continue using our Services. Material changes will go into effect no less than 30 days after we notify you. If you do not accept any such material changes (which include pricing changes), you must terminate your affected subscription(s), if any, as set forth in Section 6.2 and terminate your use of the Services as set forth in Section 13. Non-material changes or clarifications will take effect immediately upon posting of these updated Terms on the Platform. You should periodically check for updates. Any use of the Services by you after the effective date of any changes will constitute your acceptance of such changes. These Terms supersede all prior versions hereof.

3. Using the Services

3.1 Eligibility

To access or use the Services, you must have the requisite power and authority to enter into these Terms. The Services are offered to Associations and management companies, not to individual homeowners or consumers, and are not directed to children; any access or use of the Services by children is not allowed. You shall not access or use the Services if you are a competitor of Rezzly or if we have previously banned you from the Services or closed your Account.

3.2 Accounts and Authorized Users

Before using certain portions of the Services, you may be required to establish an account (an “Account”). Approval of your request to establish an Account will be at our sole discretion. You may permit Authorized Users to access the Services under your Account, subject to any per-seat or usage limits in your subscription. You are responsible for all acts and omissions of your Authorized Users, and any act or omission of an Authorized User that would breach these Terms if taken by you will be deemed your breach. You will ensure the security and confidentiality of all login credentials and will notify us immediately if any credential is lost, stolen, or otherwise compromised. Any activities completed through your Account will be deemed to have been done by you. We reserve the right to delete your Account or refuse service to you in the event that you breach these Terms. You understand that if your Account is deleted, you may lose access to any data previously associated with your Account, subject to Section 13.5. WE SHALL NOT BE LIABLE FOR ANY LOSS OF DATA IF YOU DELETE YOUR ACCOUNT OR IF WE DELETE YOUR ACCOUNT IN ACCORDANCE WITH THESE TERMS.

3.3 Permission to Use the Services; Equipment

Subject to your agreement to, and your continued compliance with, these Terms, you may use the Services for the Purposes. The right that we grant to you in the preceding sentence is non-exclusive, non-transferable, non-sublicensable, and revocable. You agree not to use the Services for any purpose that is not one of the Purposes, unless we expressly approve of such other purpose in writing. You also agree to comply with all applicable laws when accessing or using the Services, and if any laws applicable to you restrict or prohibit you from using the Services, you must comply with those legal restrictions or, if applicable, stop accessing and using the Services immediately. Any rights not expressly granted herein are reserved by Rezzly and Our Providers. You alone shall provide the equipment (computer, phone, tablet, etc.) to access the Services and pay any fees to connect to the internet and for data or cellular usage to access and use the Services.

3.4 Availability; Connectivity; Bugs

The Services may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability, except as may otherwise be stated in these Terms. While we aim to fix bugs of which we become aware, we do not guarantee (and so do not take responsibility for ensuring) that the Services will be error-free or that any such errors will be corrected. The Services are provided over the internet, so their quality and availability may be affected by factors outside of our control, and we are not responsible for connectivity issues that you may experience when accessing or using the Services.

3.5 Communications

By accessing or using the Services, you consent to receive communications from Rezzly through the Services or through other means such as emails or push notifications, including service, transactional, and (subject to your opt-out rights) promotional communications. You can opt out of certain communications through your Account.

4. The Rezzly Platform; AI-Assisted Analysis

4.1 Description

The Platform provides a workspace in which Customer can log, document, track, and manage Violation Cases. A core feature of the Services uses AI, including large language models, to review a reported violation against the community’s uploaded Governing Documents and to generate Outputs that flag, categorize, and analyze the reported violation, together with a chat interface preloaded with the context of the Violation Case through which Authorized Users can ask follow-up questions.

4.2 Nature of AI Outputs

Outputs are generated by probabilistic technology. OUTPUTS MAY BE INACCURATE, INCOMPLETE, OUT OF DATE, OR MISLEADING; MAY MISREAD, MISQUOTE, OR MISAPPLY GOVERNING DOCUMENTS; MAY FAIL TO IDENTIFY RELEVANT PROVISIONS; MAY REFLECT AMBIGUITIES IN THE GOVERNING DOCUMENTS THEMSELVES; AND MAY VARY BETWEEN SUBSTANTIALLY SIMILAR REQUESTS. Outputs depend on the quality, completeness, and currency of the Governing Documents and case details that Customer uploads. You must independently verify any Output against the underlying Governing Documents and evidence before relying on it.

4.3 Decision Support Only

The Services are a decision-support tool. THE SERVICES DO NOT MAKE, AND ARE NOT DESIGNED OR OFFERED TO MAKE, VIOLATION DETERMINATIONS OR ENFORCEMENT DECISIONS. All determinations regarding whether a violation has occurred, and all decisions to take, decline, or withdraw any Enforcement Action, are made solely by Customer, in the exercise of Customer’s own independent judgment, subject to Section 5.

4.4 Changes to Models and Features

We may add, change, replace, or remove AI models, prompts, and features underlying the Services at any time, and Outputs generated before and after such changes may differ. We may use AI to better provide our Services, which may modify or alter how Customer Data is organized or displayed on the Services.

5. Required Human Review; Enforcement Decisions; Resident Dispute Process

5.1 Required Human Review

Before Customer takes any Enforcement Action based in whole or in part on a Violation Case or any Output, Customer shall ensure that an individual authorized by Customer to make or recommend enforcement decisions (such as a board member, officer, or authorized management company employee) performs a documented review of the Violation Case (a “Required Human Review”), in which that individual:

1. reviews the underlying evidence, including any photographic evidence;
2. reviews the relevant provisions of the Governing Documents (and not solely any Output describing them);
3. exercises independent judgment as to whether a violation has occurred and what action, if any, is appropriate; and
4. documents the review, including the reviewer’s identity, the date of review, the determination reached, and the basis for it, in the Services or in Customer’s own records.

5.2 Enforcement Decisions Are Yours Alone

Customer shall not treat any Output as a determination that a violation has or has not occurred, and shall not take any Enforcement Action for which an Output is the sole basis. As between the parties, Customer is solely responsible for every Enforcement Action and every decision not to act, including their accuracy, lawfulness, proportionality, and consistency with the Governing Documents and applicable law.

5.3 Resident Dispute Process

For each Enforcement Action, Customer shall implement and follow a Resident dispute process that includes, at a minimum:

1. written notice to the affected Resident describing the alleged violation;
2. disclosure to the Resident that AI-assisted analysis was used in connection with the Violation Case;
3. a reasonable window for the Resident to respond;
4. an opportunity for a hearing or equivalent review conducted by a human decision-maker; and
5. a written determination.

Customer shall also comply with any additional or more protective notice, hearing, cure, fine-limitation, or dispute requirements imposed by the Governing Documents or by applicable law, which control over the minimums in this Section 5.3 to the extent they are more protective of the Resident.

5.4 Records

Customer shall retain records of Required Human Reviews and resident dispute processes for at least the period required by applicable law and, upon our reasonable request made in connection with a claim or regulatory inquiry involving the Services, shall confirm to us whether a Required Human Review was performed for a given Enforcement Action.

5.5 Effect of Non-Compliance

Sections 5.1 through 5.4 are conditions on your permission to use the Services. IF CUSTOMER TAKES ANY ENFORCEMENT ACTION WITHOUT PERFORMING THE REQUIRED HUMAN REVIEW OR WITHOUT FOLLOWING THE RESIDENT DISPUTE PROCESS DESCRIBED IN THIS SECTION 5, THEN, AS BETWEEN THE PARTIES, CUSTOMER ASSUMES ALL RESPONSIBILITY AND LIABILITY ARISING OUT OF THAT ENFORCEMENT ACTION, REZZLY DISCLAIMS ALL LIABILITY IN CONNECTION THEREWITH TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17 APPLY. We may suspend or terminate the Services in accordance with Section 13 if we reasonably believe Customer is using Outputs as the sole basis for Enforcement Actions or otherwise materially breaching this Section 5.

6. Subscriptions, Fees, and Payment

6.1 Subscriptions; Free Services and Trials

The Services are offered on a subscription basis and may be divided into different subscription levels, each granting access to different features, functionality, usage limits, and support, as documented on the Platform or as separately agreed between the parties in an order form or confirmation. Certain features of the Services may be offered free of charge, which may include, from time to time, a free trial of one or more paid subscriptions. Where we offer a free trial, you shall be entitled to use the free trial only once and, then, only if you have never had a subscription to any of the Services before; the period for such free trial shall be as designated by us when we make the offer.

6.2 Auto-Renewal; Cancellation

Subscriptions are entered into for the subscription period documented on the Platform or agreed in an order form or confirmation, and are automatically extended by an additional subscription period of the same duration until you or we terminate the subscription. Please double-check your subscription election before finalizing your payment; your subscription cannot be modified after you have completed your payment until the expiration or renewal date of that subscription. You may cancel your subscription before the start of the next subscription period via your Account settings or by contacting us at support@rezzly.co. No subscription fees paid in advance for the then-current subscription period will be refunded, but you will have the right to continue to use the Services until the end of the then-current subscription period.

6.3 Fees; Taxes

You shall pay subscription fees in advance through the payment means we offer. Fees are exclusive of taxes; applicable sales or similar taxes are your responsibility and will be presented or invoiced as required. You are responsible for providing accurate and up-to-date billing and payment information; failure to do so may result in the suspension or termination of your subscription and/or Account. If any payment is not made by the due date, including for any renewal subscription, your subscription may automatically terminate at the end of the then-current subscription period or be suspended until payment is made.

6.4 Price Changes

We may change subscription prices from time to time and will notify you at least 30 days before such change takes place. Any price change will be applicable for the following subscription period. As permitted by law, you accept the new price by continuing to use the related Services after the price change takes effect; if you do not agree, you may terminate your affected subscription prior to the price change going into effect.

6.5 Refunds

If we cancel any of your paid subscriptions for a reason other than your breach of these Terms, to protect the safety of the Services or its users, or our bankruptcy, you shall be entitled to a prorated refund of the fees that you have paid us for the cancelled subscription owing for the period from the effective date of termination through the date on which the current subscription period would have ended, had such termination not occurred. OTHER THAN AS STATED IN THE IMMEDIATELY FOREGOING SENTENCE, YOU SHALL NOT BE ENTITLED TO ANY REFUND RELATED TO ANY PAYMENT THAT YOU HAVE MADE TO US.

7. Customer Data; Photographic Evidence

7.1 Ownership; License to Rezzly

As between the parties, Customer owns Customer Data. Customer grants Rezzly a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, and otherwise use Customer Data solely (a) to provide, maintain, secure, and improve the Services for Customer; (b) to comply with applicable law; and (c) as otherwise instructed or permitted by Customer. This license terminates upon deletion of the applicable Customer Data pursuant to Section 13.5, except for copies retained as required by law or in routine backups pending deletion in the ordinary course.

7.2 Responsibility for Customer Data

You alone are responsible for Customer Data. You assume all risks associated with Customer Data, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with Resident Personal Information contained in it. You may not imply that any Customer Data or any enforcement position of yours is in any way sponsored or endorsed by Rezzly. You may expose yourself to liability if, for example, Customer Data contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any IPR or privacy right; contains material that is unlawful; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation. If Customer Data constitutes or contains any of the foregoing, or if we otherwise reasonably determine to do so, we reserve the right to moderate, restrict access to, and/or delete such Customer Data.

7.3 Your Representations and Warranties

You represent and warrant that:

1. you have all rights, authority, consents, and lawful bases necessary to submit Customer Data to the Services and to permit its processing as described in these Terms, the Data Processing Addendum, and the Privacy Policy;
2. Customer Data is collected and submitted in compliance with applicable law and the Governing Documents;
3. you have provided all notices to, and obtained all authorizations from, Residents that are required by applicable law in connection with the collection and processing of Resident Personal Information through the Services; and
4. the Governing Documents you upload are true, complete, and current copies for the applicable community. You acknowledge that Outputs depend on the accuracy and completeness of what you upload.

7.4 Photographic Evidence

You shall ensure that photographic and video evidence submitted to the Services:

1. is captured from a location where the photographer was lawfully present, such as common areas, streets, or other public vantage points, or the reporting party’s own property;
2. does not depict the interior of any dwelling, or any other place where a person has a reasonable expectation of privacy, without that person’s consent;
3. is limited to what is reasonably necessary to document the condition or conduct at issue, avoiding to the extent practicable the capture of identifiable individuals, particularly children, who are not necessary to document the alleged violation; and
4. is not obtained through covert, continuous, or targeted surveillance of any Resident.

Incidental capture of persons, license plates, or neighboring property that is reasonably unavoidable when documenting a violation does not breach this Section 7.4, but you remain responsible for handling such imagery in compliance with applicable law.

7.5 Metadata

We currently remove certain embedded metadata (such as EXIF data) from photos submitted to the Services. Metadata removal is a courtesy feature only: we do not represent that all metadata will be removed, and we do not alter, blur, or redact the visible content of images. Responsibility for the content of submitted imagery remains with you.

7.6 Retention; No Confidentiality Beyond Stated Obligations

Except as required by law or expressly stated in Section 8, the Data Processing Addendum, or Section 13.5, we have no obligation to retain or provide you with copies of Customer Data, and no confidentiality obligations apply to Customer Data other than those stated in Section 8 and the Data Processing Addendum. We may honor verified legal requests concerning Customer Data after notice to you where lawful and practicable.

8. Data Privacy; Service Provider Role; Third-Party AI Providers

8.1 Privacy Policy

You acknowledge that you have read and understood our Privacy Policy, which describes how we process personal information not otherwise subject to the Data Processing Addendum.

8.2 Service Provider / Processor Role

With respect to Resident Personal Information and other personal information contained in Customer Data, the parties intend that Customer (or the applicable Association) acts as the “business” or “controller” and Rezzly acts as a “service provider” or “processor” within the meaning of the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and comparable U.S. state privacy laws. Rezzly shall: (a) process such personal information contained in Customer Data only to provide the Services and for the business purposes described in these Terms and the Data Processing Addendum; (b) not sell or share such personal information, and not retain, use, or disclose it outside the direct business relationship between the parties or for any purpose other than the business purposes specified, except as permitted by applicable law; (c) provide reasonable assistance, at Customer’s expense where permitted, with verifiable consumer requests concerning such personal information; and (d) notify Customer if Rezzly determines it can no longer meet its obligations under applicable privacy law. Customer is responsible for responding to Residents’ privacy rights requests and for the lawfulness of its own collection and use of Resident Personal Information.

8.3 Subprocessors; Third-Party AI Providers

You authorize Rezzly to engage subprocessors to provide the Services, including cloud hosting providers and third-party AI model providers. YOU ACKNOWLEDGE THAT CUSTOMER DATA INCLUDED IN A VIOLATION CASE, INCLUDING EXCERPTS OF GOVERNING DOCUMENTS, CASE DETAILS, AND IMAGES, MAY BE TRANSMITTED TO THIRD-PARTY AI MODEL PROVIDERS TO GENERATE OUTPUTS, AND THAT SUCH PROVIDERS MAY RETAIN PROMPTS, INPUTS, AND OUTPUTS FOR LIMITED PERIODS UNDER THEIR OWN TERMS, INCLUDING FOR TRUST-AND-SAFETY AND ABUSE-MONITORING PURPOSES. A current list of our material subprocessors, including our AI model providers, is available upon request to legal@rezzly.co or as posted on the Platform. We will maintain written agreements with subprocessors that are consistent with our obligations under this Section 8, and we remain responsible for our subprocessors’ performance.

8.4 No Training on Customer Data

Rezzly will not use Customer Data to train or fine-tune generalized AI models, and will contractually require that our third-party AI model providers not use Customer Data submitted through our accounts to train their models, except in each case with respect to data that has been aggregated or de-identified as described in Section 8.5 or with Customer’s prior consent.

8.5 Aggregate and De-Identified Data

Notwithstanding anything to the contrary, we will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information resulting from your access to, and use of, the Services. To the extent any such non-personally identifiable data or information is collected or generated by us, the data and information will be solely owned by us and may be used by us for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated or de-identified form, without directly identifying you, any Resident, or any other entity or natural person as the source thereof, and we will not attempt to re-identify it.

8.6 Security

We will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, and will notify you without undue delay, consistent with applicable law, following our confirmation of a breach of security affecting Customer Data in our possession.

9. Fair Housing; Legal Compliance

9.1 Nondiscrimination

Customer is solely responsible for ensuring that its violation intake, review, and enforcement practices comply with the federal Fair Housing Act, Section 1981, and all applicable state and local anti-discrimination and fair housing laws. Customer shall not use the Services to identify, target, monitor, or take Enforcement Action against Residents on the basis of race, color, religion, sex, disability, familial status, national origin, or any other characteristic protected by applicable law, and shall apply its enforcement standards uniformly across the community. Customer acknowledges that selective or inconsistent enforcement can create liability under fair housing laws regardless of the tools used, and that Rezzly has no visibility into, and no responsibility for, the pattern or consistency of Customer’s enforcement decisions.

9.2 Community Association Law

Statutes governing common-interest communities, including notice, hearing, cure-period, fine-limitation, and dispute-resolution requirements, vary by state and locality and change over time. The Services’ workflows are configurable tools; REZZLY DOES NOT REPRESENT OR WARRANT THAT ANY WORKFLOW, TEMPLATE, NOTICE, TIMELINE, OR OUTPUT SATISFIES THE REQUIREMENTS OF ANY STATUTE, ORDINANCE, REGULATION, OR GOVERNING DOCUMENT. Customer is solely responsible for configuring and using the Services in a manner that complies with the law of its jurisdiction and with its Governing Documents, and for confirming such compliance with its own counsel.

9.3 AI-Specific Laws

To the extent any applicable law governing the use of AI in consequential decisions (including decisions affecting housing) applies to Customer’s use of the Services, Customer is responsible for complying with its obligations under such law as a user or deployer of the Services, including any applicable notice, disclosure, impact-assessment, or appeal obligations, and the human-review and disclosure requirements of Section 5 are minimums that do not substitute for those obligations. Rezzly will provide reasonable cooperation and documentation regarding the Services to assist Customer’s compliance.

10. Access and Use Restrictions

10.1 Restrictions

Without limiting the generality of Section 3.3, you shall not, and shall not permit any Authorized User or other third party to:

1. use or access, or attempt to use or access, the Services, except as expressly provided in these Terms;
2. use the Services, or any Output, as the sole basis for any Enforcement Action, or otherwise in breach of Section 5;
3. use the Services as a surveillance tool, including to conduct continuous, covert, or targeted monitoring of any Resident or property, or to track any individual’s movements, associations, or activities;
4. use the Services to perform, or in combination with, facial recognition or other biometric identification of any individual;
5. use the Services to harm, harass, intimidate, retaliate against, stalk, or cause offense to any person, or to pursue Enforcement Actions in bad faith;
6. use the Services for fraudulent or abusive purposes, including by impersonating any person or entity or otherwise misrepresenting your affiliation with a person, entity, or the Services;
7. upload Customer Data that you lack the right or authority to provide, that is unlawful, or that depicts any person in an intimate or private setting without consent;
8. upload images of children except as incidental and reasonably unavoidable imagery captured in compliance with Section 7.4;
9. use the Services to provide legal advice to third parties, or represent any Output as legal advice or as a legal determination;
10. use the Services in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Services;
11. use the Services to send unsolicited communications;
12. use automated scripts to collect information from, or otherwise interact with, the Services;
13. alter, modify, reproduce, or create derivative works of the technology or software underlying the Services;
14. distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Services or otherwise make the Services available to, or use the Services on behalf of, any third party (other than Authorized Users and Associations as permitted herein);
15. reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Services, or attempt to extract the models, prompts, or other non-public elements of the Services, except to the extent such restriction is prohibited by law;
16. circumvent or overcome, or attempt to circumvent or overcome, any technological protection measures intended to restrict access to any portion of the Services;
17. monitor the availability, performance, or functionality of the Services, or use the Services to develop a competing product or service;
18. interfere in any manner with the operation or hosting of the Services, probe, scan, or test the vulnerability of the Services, breach or circumvent any security or authentication measures, attempt to gain unauthorized access to the Services, or access data of any other customer;
19. copy or attempt to copy, in whole or in part, any part of the technology or software underlying the Services; or
20. alter, obscure, or remove any copyright or trademark notice, copyright management information, or proprietary legend contained in or on the Services.

10.2 Enforcement

Any use of the Services in violation of the access and use restrictions contained in this Section 10 is strictly prohibited. We reserve the right to determine whether your conduct violates this Section 10, and to take any action we deem appropriate in accordance with these Terms including, among other things, terminating your Account. IN ADDITION, YOUR VIOLATION OF THIS SECTION 10 MAY BE A BREACH OR VIOLATION OF CRIMINAL AND CIVIL LAWS.

11. Intellectual Property; Outputs; Suggestions and Improvements

11.1 Rezzly IP; Ownership

As between you and Rezzly, you own Customer Data. We own the Rezzly Content, including but not limited to visual interfaces, interactive features, graphics, designs, computer code, products, software, and all other elements and components of the Services excluding Customer Data, Outputs, and Third-Party Content. We also own the IPR associated with the Rezzly Content and the Services. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display, or in any way use or exploit any of the Rezzly Content, in whole or in part, except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Services and the Rezzly Content are retained by us.

11.2 Outputs

Subject to your compliance with these Terms, and to the extent Rezzly holds any right, title, or interest in Outputs generated for you, Rezzly assigns such right, title, and interest to you, and you may use Outputs for your internal community-governance purposes. You acknowledge that: (a) Outputs are generated by AI and may not be protectable by IPR; (b) Outputs may include or reproduce portions of your own Governing Documents and Customer Data; and (c) due to the nature of AI, Outputs generated for other customers may be similar or identical to Outputs generated for you, and nothing in this Section 11.2 restricts our generation of content for others.

11.3 Suggestions and Improvements

By sending us any ideas, suggestions, documents, or proposals (“Feedback”), you agree that (a) your Feedback does not contain any third-party confidential or proprietary information; (b) we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (c) we may already have something similar to the Feedback under consideration or in development; (d) we have no obligation to review, consider, or implement the Feedback, or to return to you all or part of the Feedback; and (e) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute, and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Rezzly any claims and assertions of any moral rights contained in such Feedback.

12. Third-Party Content and Links to Third Parties

12.1 Third-Party Content and Services

Sometimes the Services host Third-Party Content or provide links to third-party websites or third-party services (“Third-Party Services”). We do not control or endorse any Third-Party Content or Third-Party Services. You agree that we are not responsible for the availability, accuracy, or content of any such Third-Party Content or Third-Party Services. Your use of and reliance on any Third-Party Content or Third-Party Services is at your own risk. Any charge or obligation you take on in dealing with these third parties is your responsibility. WE ARE NOT LIABLE FOR ANY CLAIM RELATING TO ANY CONTENT, GOODS, AND/OR SERVICES OF THIRD PARTIES.

12.2 Third-Party Data Collection

Please also note that Third-Party Services linked to the Services may collect personal data or other information from you (including by automatic means) unless you opt out of such collection. We are not responsible for how the third parties operating Third-Party Services collect, use, or share the information that they receive from you.

13. Term; Suspension; Termination

13.1 Term

These Terms apply from your first acceptance or use of the Services and continue until your subscriptions and Account are terminated as provided herein.

13.2 Discontinuation of Services

Except as otherwise stated in these Terms or prohibited by applicable law, we reserve the right to stop offering or supporting the Services, or any part of the Services, at any time, either permanently or temporarily, at which point your right to use the Services or any part of them may be automatically terminated or suspended. IF THAT HAPPENS, UNLESS APPLICABLE LAW OR THESE TERMS (INCLUDING SECTION 6.5) REQUIRE OTHERWISE, WE ARE NOT REQUIRED TO PROVIDE REFUNDS, BENEFITS, OR OTHER COMPENSATION TO YOU IN CONNECTION WITH DISCONTINUED ELEMENTS OF THE SERVICES.

13.3 Suspension; Termination by Rezzly

Except as otherwise stated in these Terms or except as otherwise prohibited by applicable law, we may, in our sole discretion, (a) limit, suspend, terminate, modify, or delete your Account or access to, and use of, the Services or any part of them; or (b) prohibit access to or remove any data associated with your Account, in each case if: (i) you materially breach these Terms (including Sections 5, 7, 9, or 10); (ii) your use poses a security, legal, or reputational risk to Rezzly, the Services, or any third party; (iii) required by law; or (iv) you fail to pay fees when due. We will use reasonable efforts to limit any suspension to the affected portion of the Services and to restore access promptly after the grounds for suspension are cured. IN EACH CASE, UNLESS APPLICABLE LAW OR THESE TERMS (INCLUDING SECTION 6.5) REQUIRE OTHERWISE, WE ARE UNDER NO OBLIGATION TO COMPENSATE YOU OR ANY THIRD PARTY FOR ANY LOSSES RESULTING FROM THE ACTIONS THAT WE TAKE PURSUANT TO CLAUSES (A)-(B) ABOVE.

13.4 Termination by You

For any reason, including your rejection of changes we make to these Terms or pricing, you may stop using the Services, cancel your subscription(s), and/or delete your Account at any time via your Account settings or by contacting us at support@rezzly.co. UNLESS APPLICABLE LAW OR THESE TERMS REQUIRE OTHERWISE, WE ARE NOT REQUIRED TO PROVIDE REFUNDS, BENEFITS, OR OTHER COMPENSATION IF YOU CANCEL ANY SUBSCRIPTION OR DELETE YOUR ACCOUNT.

13.5 Effect of Termination; Data Export and Deletion

Upon termination or expiration of your subscription, your right to access the Services ceases. For 30 days following termination, we will make Customer Data available for export in a commonly used format upon your written request, unless prohibited by law or unless termination resulted from your material breach that remains uncured. Thereafter, we will delete Customer Data in accordance with our standard retention schedules and applicable law, except for copies retained in routine backups pending deletion in the ordinary course or as required by law. Sections 1, 4.2, 4.3, 5.2, 5.5, 7, 8, 11, 12, and 14 through 28 survive termination, along with any accrued payment obligations.

13.6 Notice of Actions

We will notify you if we decide to take any action pursuant to Section 13.2 or 13.3 above, unless: (a) we are reasonably unable to notify you under the circumstances; (b) we are taking such action to comply with a legal obligation, which does not include a prior notice obligation; (c) notification is not possible due to a legal obligation to take immediate action; or (d) we reasonably believe that providing notice is likely to materially harm a third party, including Our Providers.

14. Your Breach of These Terms

14.1 Remedies

Without limiting any of our remedies at law or in equity, and without limiting any other provision of these Terms, if we believe that you are in material breach of these Terms (including by repeated minor breaches), we reserve the right to take any of the actions described in clauses (a)-(b) of Section 13.3 hereof. You agree to compensate us, according to applicable law, for all losses, harm, claims, and expenses that may arise from any breach of these Terms by you. IN EACH CASE, UNLESS APPLICABLE LAW REQUIRES OTHERWISE, WE ARE UNDER NO OBLIGATION TO COMPENSATE YOU OR ANY THIRD PARTY FOR ANY LOSSES RESULTING FROM THE ACTIONS THAT WE TAKE PURSUANT TO THIS SECTION 14.

14.2 Review of Actions

If you think that any action that we have taken pursuant to Section 14.1 was taken wrongly because you believe that you have not materially breached these Terms, please contact us at legal@rezzly.co. We will reverse any such action if we have good cause to believe such action was not sufficiently justified.

15. No Legal Advice; No Professional Relationship

REZZLY IS NOT A LAW FIRM AND DOES NOT PRACTICE LAW. THE SERVICES, INCLUDING ALL OUTPUTS AND THE CHAT INTERFACE, PROVIDE INFORMATION AND DECISION SUPPORT ONLY AND DO NOT CONSTITUTE LEGAL ADVICE, A LEGAL OPINION, OR A LEGAL DETERMINATION. NO ATTORNEY-CLIENT OR OTHER PROFESSIONAL RELATIONSHIP IS CREATED BETWEEN YOU (OR ANY RESIDENT) AND REZZLY THROUGH YOUR USE OF THE SERVICES. THE INTERPRETATION AND ENFORCEABILITY OF GOVERNING DOCUMENTS, AND THE LAWFULNESS OF ANY ENFORCEMENT ACTION, ARE LEGAL QUESTIONS THAT DEPEND ON APPLICABLE LAW AND THE SPECIFIC FACTS, AND YOU SHOULD CONSULT A LICENSED ATTORNEY IN YOUR JURISDICTION BEFORE ACTING ON ANY OUTPUT. You should not disregard professional legal advice, or delay in seeking it, because of any Output or anything else you have read on the Services.

16. Disclaimer of Warranties

16.1 Availability

We make no promises or guarantees that the Services or any Content on them will always be available, uninterrupted, or error-free.

16.2 Disclaimer

USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES, REZZLY CONTENT, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, REZZLY AND OUR PROVIDERS MAKE NO REPRESENTATIONS, WARRANTIES, CONDITIONS, OR OTHER TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES, AND HEREBY DISCLAIM ANY SUCH REPRESENTATIONS, WARRANTIES, CONDITIONS, AND OTHER TERMS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, QUIET ENJOYMENT, ACCURACY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. If your country, state, or province of residence does not allow these disclaimers, then they do not apply to you to the extent of the prohibition.

16.3 AI and Compliance Disclaimers

WITHOUT LIMITING SECTION 16.2, REZZLY DOES NOT WARRANT THAT: (a) ANY OUTPUT IS ACCURATE, COMPLETE, CURRENT, OR RELIABLE, OR CORRECTLY IDENTIFIES, INTERPRETS, OR APPLIES ANY PROVISION OF ANY GOVERNING DOCUMENT; (b) THE SERVICES OR ANY OUTPUT WILL SATISFY THE REQUIREMENTS OF ANY LAW, REGULATION, OR GOVERNING DOCUMENT; (c) THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; OR (d) ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM REZZLY OR THROUGH THE SERVICES (INCLUDING THROUGH THE CHAT INTERFACE) CREATES ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

17. Indemnity

To the maximum extent permitted by applicable law, you hereby agree to indemnify, defend, and hold harmless Rezzly, its affiliates, and its and their respective officers, directors, members, managers, shareholders, investors, employees, agents, contractors, providers, licensees, customers, successors-in-interest, and assigns (“Indemnified Parties”) from any and all claims, suits, demands, actions, losses, liabilities, damages, judgments, settlements, awards, interest, fines, penalties, fees, expenses, and costs (including reasonable attorneys’ fees and dispute resolution costs) (collectively, “Claims”) arising in any manner from:

1. your access to, or use of, the Services;
2. Customer Data, including photographic evidence and Resident Personal Information, and any failure to provide notices to or obtain authorizations from Residents;
3. any Enforcement Action or other decision, act, or omission of Customer or its Authorized Users with respect to any Resident or property, including any claim by a Resident challenging a violation determination, fine, notice, hearing, or related process;
4. any claim of discrimination or violation of fair housing or similar law arising out of Customer’s enforcement practices; or
5. your breach of any representation, warranty, or other provision of these Terms or your violation of applicable law.

We will have the right to participate in the defense of any Claim and hire counsel of our choosing, and we reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense. You may not settle any Claim in a manner that imposes any obligation or admission on any Indemnified Party without our prior written consent. The Indemnified Parties are third-party beneficiaries of these Terms and may enforce them. If you reside in California, USA, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.”

18. Limitation of Liability

18.1

EXCEPT AS SET FORTH IN SECTIONS 18.3 AND 18.4, YOU AGREE THAT THE INDEMNIFIED PARTIES (AS DEFINED ABOVE) WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY AND ALL COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, EMOTIONAL, PERSONAL INJURY, PROPERTY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, STATUTE, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE). THIS INCLUDES BUT IS NOT LIMITED TO DAMAGES OF ANY KIND ARISING IN CONNECTION WITH (a) YOUR USE OF, OR YOUR INABILITY TO USE, THE SERVICES; (b) ANY INFORMATION OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE SERVICES; (c) THE PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION, OR SERVICES; (d) BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF REVENUES OR PROFITS, OR LOSS OF OPPORTUNITY; (e) ERRORS, MISTAKES, OR INACCURACIES IN THE SERVICES; (f) BUGS, VIRUSES, OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE SERVICES; (g) BREACHES, THEFT, OR UNAUTHORIZED DISCLOSURE OF ANY INFORMATION OR DATA TRANSMITTED TO, ON, OR THROUGH THE SERVICES; OR (h) ANY OTHER LOSS, HARM, OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES. THESE LIMITATIONS APPLY EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2

WITHOUT LIMITING SECTION 18.1, THE INDEMNIFIED PARTIES SHALL HAVE NO LIABILITY ARISING OUT OF OR RELATING TO: (a) ANY ENFORCEMENT ACTION OR OTHER DECISION MADE, OR ACTION TAKEN OR NOT TAKEN, BY CUSTOMER OR ITS AUTHORIZED USERS, INCLUDING IN RELIANCE ON ANY OUTPUT; OR (b) ANY INACCURACY, INCOMPLETENESS, OR ERROR IN ANY OUTPUT, IN EACH CASE EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

18.3

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES IS LIMITED TO THE TOTAL AMOUNT OF FEES YOU HAVE PAID REZZLY IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

18.4

Some states, provinces, and countries do not allow certain of the limitations or exclusions of liability described above, which means these limitations or exclusions may not apply to you if you reside in one of those states, provinces, or countries. IN FURTHERANCE OF THE FOREGOING, NO MATTER WHERE YOU ARE LOCATED, THE INDEMNIFIED PARTIES’ LIABILITY FOR THEIR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD SHALL NOT BE LIMITED.

18.5

YOU AGREE THAT WE WOULD NOT ENTER INTO THESE TERMS OR PERMIT YOU TO USE THE SERVICES WITHOUT THESE LIMITATIONS ON OUR LIABILITY, AND YOU ACCEPT THESE LIMITATIONS ON OUR LIABILITY. TO THE EXTENT A COURT OR ARBITRATOR FINDS ANY PORTION OF THIS SECTION 18 UNENFORCEABLE, YOU AGREE THAT THE REMAINING PORTIONS OF THIS SECTION 18 ARE STILL ENFORCEABLE AND THAT OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

19. Resolving Our Disputes; Agreement to Arbitrate

You and Rezzly agree that any dispute that has arisen or may arise between us relating in any way to your use of or access to the Services; any validity, interpretation, breach, enforcement, or termination of these Terms; or otherwise relating to Rezzly in any way (collectively, “Covered Dispute Matters”) will be resolved in accordance with the provisions set forth in this Section 19.

19.1 Pre-Arbitration Informal Resolution

You and Rezzly agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Rezzly therefore agree that, before either demands arbitration against the other, you and Rezzly will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any Covered Dispute Matter. Multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Rezzly that you intend to initiate an informal dispute resolution conference, send such notice to: legal@rezzly.co. The notice must be sent by email and include the same level of detail as is required by the Rules (defined below) for a demand for arbitration, as well as your full name, address (including street address, city, state/province/region, zip code, and country), email address (the one associated with your Account, if any), and primary telephone number. If you and Rezzly are unable to resolve the Covered Dispute Matter within 60 days of when the notice is received, then the claimant may file a demand for arbitration. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this Section.

19.2 Applicable Law

You and we agree that these Terms and each of its parts evidence a transaction involving interstate commerce, and the United States Federal Arbitration Act applies to these Terms and governs the interpretation and enforcement of the arbitration rules and arbitration proceedings agreed to by you and us hereunder.

19.3 Arbitration

Any and all Covered Dispute Matters must be asserted individually in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its rules then in effect (“Rules”). In order to initiate arbitration following the conclusion of the informal dispute resolution process required above, a party must provide the other party with a written demand for arbitration and file the demand with the AAA. If you initiate arbitration against Rezzly, you must send the written demand for arbitration to 1653 Ashby Avenue, Berkeley, California 94703, United States of America, via nationally recognized overnight carrier. Additionally, if you initiate arbitration against Rezzly, you must send an electronic version of the demand for arbitration to the AAA, and you must send an electronic version of the as-filed demand to us at legal@rezzly.co. In signing the demand for arbitration, a party’s counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to afford any relief or impose any sanctions available under United States Federal Rule of Civil Procedure 11 or any other applicable law for either party’s violation of this requirement. You and we agree the arbitration will be conducted by a single arbitrator and that the arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. You and we agree that the arbitrator, and not any federal, international, state/provincial/regional, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of this arbitration agreement is void or voidable or a particular claim is subject to arbitration. The arbitrator will apply the governing law set forth in these Terms to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend these Terms or grant any relief not permitted herein or beyond the relief permitted herein. For matters where the relief sought is over $5,000 USD, the arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitration shall take place in Berkeley, California, USA; however, desk, phone, or video conference proceedings may be utilized where appropriate and permitted to mitigate costs of travel. Payment of all filing, administration, arbitrator fees, and other costs of arbitration will be governed by the Rules, unless otherwise stated in this agreement to arbitrate. You and we agree that the arbitrator’s award shall be final and binding, and judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. The AAA’s Mass Arbitration Supplementary Rules (the “Supplement”) shall apply to any Mass Arbitration filed against Rezzly. The term “Mass Arbitration” means 25 or more similar demands for arbitration filed against Rezzly by individual claimants represented by either the same law firm or law firms acting in coordination. Within 60 days of the filing of a demand for arbitration that is part of a Mass Arbitration, the parties will initiate a global mediation of the Mass Arbitration. The mediator will be appointed by AAA unless the parties can agree on a mediator. The mediation shall take place concurrently with the arbitrations and shall not act as a stay of the arbitration proceedings, unless agreed to by the parties. The fees charged by the mediator and any administrative fees charged by AAA associated with the mediation, will be paid by Rezzly.

19.4 Injunctive and Declaratory Relief

Except as provided below, the arbitrator shall determine all issues of liability on the merits of any claim asserted by you or us and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we have sought public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction, and not in arbitration, after the party seeking public injunctive relief has first prevailed in arbitration. The parties agree that the litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

19.5 Exceptions to Arbitration

There are only two exceptions to this agreement to arbitrate: (a) first, if either party reasonably believes that the other party has in any manner violated or threatened to infringe the IPR of the other party, the party whose IPR have been violated may seek injunctive or other appropriate interim relief in any court of competent jurisdiction; and (b) second, each party will retain the right to seek relief in a small claims court for disputes or claims within the scope of the jurisdiction of such courts.

19.6 Future Amendments to the Agreement to Arbitrate

Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any amendment to the arbitration clause in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Rezzly prior to the effective date of the amendment. However, the amendment shall apply to all other Covered Dispute Matters governed by the arbitration clause that have arisen or may arise between you and Rezzly. If you do not agree to the amended terms of the arbitration clause, you must notify us in writing at legal@rezzly.co within 30 days of our posting to the Services, or notification to you, of the amendment(s) to the arbitration clause, and you must immediately cease accessing and using the Services, in which case you will not be bound by such amendment(s); provided, however, that if you continue to access or use the Services despite sending us such a notice, that notice shall be deemed rescinded, and you shall be deemed to have agreed to such amendment(s).

19.7 Judicial Forum for Legal Disputes

Unless you and we agree otherwise and except for claims in small claims court, in the event that the agreement to arbitrate above is found not to apply to you or to a particular Covered Dispute Matter, either as a result of your decision to opt out of the agreement to arbitrate, or as a result of a decision by the arbitrator or a court order, you agree (except as otherwise provided by law) that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court presiding over Berkeley, California, USA. You and we agree to submit to the exclusive personal jurisdiction and venue of the courts presiding over Berkeley, California, USA for the purpose of litigating all such claims or disputes.

19.8 You May Opt Out of Arbitration

IF YOU ARE A NEW USER, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE (“OPT-OUT”) BY EMAILING US AN OPT-OUT NOTICE TO legal@rezzly.co (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE RECEIVED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE TERMS OF THIS AGREEMENT FOR THE FIRST TIME. In order to opt out, you must email your full name, address (including street address, city, state/province/region, zip code, and country), email address (the one associated with your Account, if any), primary telephone number, and an unaltered digital image of your valid driver’s license or other national, state, provincial, or regional identification card to legal@rezzly.co. This procedure is the only way you can opt out of the arbitration clause. If you opt out of the agreement to arbitrate, all other parts of the arbitration clause and the remainder of these Terms continue to apply to you. Opting out of the arbitration clause has no effect on any previous, other, or future arbitration agreements that you may have with us.

19.9 You Waive Certain Rights

BY AGREEING TO THIS ARBITRATION CLAUSE, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE (A) TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED ABOVE); (B) TO SERVE AS A CLASS REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION (EXCEPT AS OTHERWISE SET FORTH HEREIN), OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES, EVEN IF ARBITRATION IS NOT REQUIRED UNDER THIS AGREEMENT; AND (C) TO A TRIAL BY JURY.

20. Statute of Limitations for Your Claims

REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.

21. Governing Law

This Agreement, and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort, or otherwise, shall be governed by the laws of the State of California, USA, including California’s statutes of limitations governing your claim, without giving effect to its principles of conflicts of law, provided that the United States Federal Arbitration Act shall govern the interpretation and enforcement of Section 19.

22. Severability

Each of the provisions of these Terms operates separately. Except as stated in Sections 18 and 19, if any part of these Terms is not enforceable, the rest of these Terms still apply and are binding, and any unenforceable provision will be substituted with a provision that comes as economically close to the unlawful or unenforceable provision as possible.

23. Assignment

We may assign our rights, or delegate our obligations, under these Terms to any person or entity at any time with or without your consent. You may not assign your rights, or delegate your obligations, under these Terms to anyone without first getting our prior written consent (except to a successor of the applicable Association or management engagement upon notice to us), and any attempt to do so without our consent is void.

24. Entire Agreement

These Terms, and any other policies, rules, or terms that we reference in these Terms (including the Privacy Policy, the Data Processing Addendum where applicable, any order form or confirmation, and any Additional Terms), make up the entire agreement between you and us relating to the subject matter of these Terms and supersede all prior understandings of the parties relating to the subject matter of these Terms, whether those prior understandings were electronic, oral, or written, or whether established by custom, practice, policy, or precedent, between you and us.

25. Language

If we provide a translated version of these Terms or any other policies, rules, or terms, it is for informational purposes only. If the translated version means something different from the English version, then the English version will be the one that applies.

26. No Waiver

If we do not enforce our rights under these Terms, that does not waive our right to do so later. And, if we do expressly waive a provision of these Terms, that does not mean it is waived for all time in the future. If we do waive a default or breach by you, we will only do so in writing, and that will not mean that we will automatically waive any later default or breach by you.

27. Notices

If we are required to give you notice of something according to these Terms, we may notify you by posting a message on our Services, sending you an e-mail, or using other ways of communicating with you based on the contact information you provide to us. If you are required to give us notice of something according to these Terms, the notice must be in writing and addressed to 1653 Ashby Avenue, Berkeley, California 94703, United States of America or legal@rezzly.co, unless we have provided a more specific way of notifying us, such as via a different email address above.

28. Force Majeure

We are not liable for any changes or problems out of our control, for example changes or problems caused by natural disasters, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, network infrastructure failures, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

29. For Mobile Apps

The following terms apply if and when you download a Rezzly mobile app from a third-party store or library provider (each, a “Mobile App Store Provider”), including the Apple App Store or the Google Play Store:

1. You acknowledge that these Terms are entered into between you and Rezzly and that no Mobile App Store Provider is a party to these Terms other than as third-party beneficiary as contemplated below.
2. You are granted a non-transferable license to use the Services on a device branded by the Mobile App Store Provider, which is owned or controlled by you and only as otherwise permitted in any usage rules set forth by the Mobile App Store Provider (and no provision of these Terms shall be deemed to be in conflict with any such usage rules). However, the Services may also be accessed and used on other devices if accessed and used via a family sharing plan or volume purchasing program.
3. You acknowledge that Rezzly, and no Mobile App Store Provider, is responsible for providing the Services.
4. You acknowledge that Rezzly, and no Mobile App Store Provider, has the obligation to furnish all maintenance and support services to you with respect to the Services.
5. To the maximum extent not prohibited by applicable law, no Mobile App Store Provider will have any warranty obligation whatsoever with respect to the Services except that if we breach any warranty (if any) that we have made to you regarding the Services, the Mobile App Store Provider may refund to you certain fees that it has collected (if any) related to your download or use of the Services. All other claims, losses, liabilities, damages, costs or expenses attributable to the mobile app’s failure to conform to any warranty that we have made to you (if any) will be our sole responsibility. The foregoing does not limit our above disclaimers of liability for refunds.
6. Subject to the terms and conditions of this Agreement, including any limitations of liability, you acknowledge that, solely as between any Mobile App Store Provider and Rezzly, Rezzly is responsible for addressing any claims you or any third party may have relating to the Services, or your possession and/or use thereof, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
7. Further, subject to these Terms, including any limitations of liability, you agree that in the event of a third-party claim that the Services, or your possession and use of the Services, infringes on a third party’s IPR, we, and no Mobile App Store Provider, shall be solely responsible for the investigation, defense, settlement and discharge of any such IPR infringement claim.
8. All Mobile App Store Providers and their subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance of these Terms, will have the right (and will be deemed to have accepted the right) to enforce these Terms against you.

30. Contact

Rezzly LLC · 1653 Ashby Avenue, Berkeley, CA 94703 · legal@rezzly.co