TERMS OF SERVICE
DATED: September 9, 2021
Welcome to Rhove. Roost Enterprises, Inc (dba. Rhove) together with its subsidiaries and other affiliated entities, service and network (collectively, the "Service") are operated by Roost Enterprises, Inc. (dba Rhove) and its affiliates (collectively, the "Company", "we", or "us").
as well as any of the agreements posted on https://synapsefi.com/legal that apply to you (collectively, the “Synapse Agreement”).
Customer Support and Complaints
If you have any questions about these Terms and Conditions, or need customer support, please contact us at email@example.com or call us at 614-321-2421. Bank services are provided through our banking software provider, Synapse. To report a complaint relating to the bank services, email firstname.lastname@example.org.
TERMS APPLICABLE TO ALL RHOVERS: ELIGIBILITY, LICENSE AND REPRESENTATIONS
Restrictions on Data Collection/Termination Without our prior consent, you may not:
use any automated means to access or collect any information from the Company Services (including, without limitation, robots, spiders, scripts or other automatic devices or programs);
frame the App or Site, utilize framing techniques to enclose any Content or other proprietary information, place popup windows over this Site's pages, or otherwise affect the display of this Site's pages; engage in the practices of "screen scraping", "database scraping" or any other activity with the purpose of obtaining content or other information; or
use this App or Site in any manner that violates applicable law or that could damage, disable, overburden, or impair this App, Site or interfere with any other party's use and enjoyment of this Site.
Rhover Representations You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Rhovers from the Service or the App or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Service or the App or Site or for any other purpose. You further agree that you may not use the Service or the App or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services. In addition, you agree not to use the Service or the App or the Site to:
upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
except where authorized by the Company, register for more than one Rhover account, register for a Rhover account on behalf of an individual other than yourself, operate a Rhover account on behalf of or for the benefit of any person who is not eligible to register for or operate a Rhover account in their own name, or register for a Rhover account on behalf of any group or entity (other than approved investment accounts opened on behalf of legal entities);
impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with or authority to act on behalf of any person or entity;
upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation;
upload, post, transmit, share, store or otherwise make publicly available on the App or Site any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
solicit personal information from any natural person under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes from any Rhover;
upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; intimidate or harass another Rhover;
upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
use or attempt to use another's account, service or system without authorization from that person and the Company, or create a false identity on the Service or the App or the Site; or
use any funds derived or obtained from an illegal activity or source to make any investment through the Site, the App or any Services; or
upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the App or the Site, or which may expose the Company or its Rhovers to any harm or liability of any type.
CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES
Electronic Communications Any Disclosures will be provided to you electronically through our Site, App or via electronic mail to the email address you provided or through other electronic means of communication based on information provided by you. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms provided electronically will remain accessible through at least October 15 of the year in which such IRS Forms are made available; after that time the IRS Form may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion.
Types of Communications to be Provided in Electronic Form Your consent to receive Communications electronically includes, but is not limited to, the following types of Communications:
All legal and regulatory disclosures and communications associated with your Account or a product or service available through your Account;
The Rhove terms of service of your Account;
Rhove privacy policies and notices;
Notices or disclosures about the features of or a change in the terms of your Account;
Prospectuses, trade confirmations or other disclosures required in connection with securities transactions;
Confirmation of any authorization you provide to initiate one or more automated clearing house (ACH) debits to your checking or savings account or to your Account with us; and
Monthly (or other periodic) billing or account statements for your Account including all billing or account statements from Rhove, SynapseFI or Evolve Bank & Trust; and
Other notifications or communications related to your Account.
How We Will Provide Communications to You All Communications that we provide to you in electronic form will be provided by one or more of the following methods: (1) via email, (2) via a mobile application, (3) by requesting that you download a PDF file containing the Communication, or (4) via SMS text. If we make a Communication available to you, we will notify you by email at the address you provide to us or by text message to the phone number you provide us that a Communication is available for you to access. Even though you have consented to receive Communications electronically, we may always in our discretion or when required by applicable law provide a Communications to you in paper form at the mailing address that you have provided to us.
Scope of Consent Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and Company or between you and another party with whom you transact through the Site. Your consent will remain in effect for so long as you are a Rhover and, if you are no longer a Rhover, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a Rhover have been made.
Consenting to Do Business Electronically Before you decide to do business electronically with Rhove, you should consider whether you have the required hardware and software capabilities described below.
Hardware and Software Requirements In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; supported Web browsing software; and hardware capable of running this software.
Telephone Consumer Protection Act Overview Consent You expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
Additional Mobile Technology Requirements If you are accessing our Site, App, and the Disclosures electronically via a mobile device (such as a smartphone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device's respective "app store".
Withdrawing Consent You may not withdraw consent to doing business with us electronically for as long as you have outstanding investments. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered account with us.
How to Contact Us Regarding Electronic Disclosures You can contact us via email at email@example.com. You may also reach us in writing to us at the following address: Rhove, 629 North High Street, Columbus, Ohio 43215. If you are an individual Rhover, you will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to firstname.lastname@example.org. You also agree to update your registered residence address and telephone number on the App or Site if they change. If you are a business or entity Rhover or are acting on behalf of a business or entity, you will keep us informed of any change to your email address, telephone number and primary business address, as discussed under "Terms Applicable to Business and Other Entity Rhovers" below. You will print a copy of this Agreement for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Site or App.
The securities offered on the Site have not been registered under the Securities Act of 1933, in reliance on the exemptive provisions of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and/or Regulation A. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Securities sold in Regulation A offerings remain subject to State securities laws, or so-called "blue sky", restrictions on trading. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering or trading on the Site or App.
Investment overviews and so-called “tombstone” advertisements on the Site or App may contain summaries of the principal features or terms of investment opportunities available through the Site and App. Such overviews and tombstone advertisements are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the Offering Circular filed with the Securities and Exchange Commission or other offering materials relating to such investment opportunity. YOU MUST CAREFULLY REVIEW THE RELEVANT OFFERING CIRCULAR AND OR OTHER OFFERING MATERIALS BEFORE DECIDING TO INVEST. The information contained on the Site and App has been prepared by Company without reference to any particular Rhover’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.
The terms of our offerings preclude you from becoming a beneficial owner of 20% or more of any issuer's outstanding equity securities. You represent that you will not attempt to circumvent this policy and you understand that each issuer will be entitled pursuant to its operating agreement to unwind or not recognize your beneficial ownership in excess of such threshold.
NO INVESTMENT ADVICE
You acknowledge that Company does not provide investment advice or a recommendation of securities or investments. Furthermore, you agree that the contents of the Site, App or Services do not constitute financial, accounting, legal or tax advice from Company. You should always obtain independent investment and tax advice from your professional advisers before making any investment decisions.
TERMS APPLICABLE TO INDIVIDUAL RHOVERS
Registration Data and Account Security In consideration of your use of the App, Site, and Services, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration or subscription forms on the Site, App or otherwise requested by the Company ("Individual Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Individual Registration Data, and any other information you provide to the Company, to keep it accurate, current and complete; (d) promptly notify the Company regarding any material changes to information or circumstances that could affect your eligibility to continue to use the App, Site or Service or the terms on which you use the App, Site or Service; and (e) be fully responsible for all use of your account and for any actions that take place using your account.
KNOW YOUR CUSTOMER
You acknowledge that Company and any BD Partner will perform Know Your Customer (“KYC”) procedures on all subscribers, as required by internal policies and, in the case of any BD Partner, as required by applicable FINRA guidelines and federal and state regulations for financial institutions. You agree that this is a general requirement and in compliance with regulatory rules and guidance, and in no way creates or is deemed to be any form of recommendation or advice by Company. Company may in its sole and absolute discretion decline to accept any person’s request in anything, at any time, with no requirement for any reason or explanation; the parties agree that such decline(s), if any, shall not constitute an opinion, recommendation or investment, legal or tax advice by Company.
We perform background checks on all subscribers in Company offerings through third-party service providers. These background checks will seek to confirm whether a subscriber’s name and identity matches the identity of anyone listed on a terrorist or criminal database or watch list or is associated with any foreign government. By subscribing for securities through the App, Site or Services you consent to such background checks. With respect to background checks (including, but not limited to data which we obtain from third parties regarding OFAC, FINCEN, PATRIOT Act, criminal history, bankruptcy, etc.), the data and information contained in our investigations is obtained from numerous regulatory, private and public sources and is thought to be reliable. Background check information is shared with our BD Partner. We and or our BD Partner may have legal obligations under the USA Patriot Act or other applicable laws designed to detect money laundering or other crimes, including obligations to report suspicious activity. We reserve the right to deny any individual the right to access investment products that are otherwise available on our website for any reason, including, without limitation, as a result of information obtained inconnection with background checks and whether or not such information is accurate, truthful or complete.
VERIFICATION VIA PLAID
In order to use the payment functionality, you may have to use Plaid services to verify your bank account.
By using the App, Site or Services, you authorize Company to use data from Plaid such as personal identity information, income and possibly other data such as transactional data. We will never use this data to deny you services.
By using our services, you authorize Rhove to hold your deposits for your benefit at Evolve Bank & Trust, Member FDIC, in an account (“FBO Account”). For purposes of applicable FDIC deposit insurance limitations, please note that deposits in Evolve Bank & Trust FBO Account may not be separately insured from any other deposit accounts you may have with Evolve Bank & Trust.
Rhove users are limited in the amount and frequency of transactions. We also retain the right to change or create limits on use and storage at our sole discretion at any time without prior notice to you. Rhove reserves the right to cancel or suspend transactions if Rhove reasonably believes the transaction: (i) is in violation of the Agreement, the Synapse Agreement or other applicable law; (ii) is in furtherance of fraud; or (iii) poses a risk to the rights of Rhove or a third party.
Fund transfers will be done electronically and may occur immediately after being authorized (or when you are in default of a contribution that is due). By entering into this Agreement, you understand and agree that Rhove reserves the right, in its sole discretion, to obtain a pre-authorization of your banking account in order to verify your account and relevant account balance. Please note that Rhove cannot control any fees that may be charged to you by your bank related to transfers or otherwise, and Rhove disclaims all liability in this regard. Currently, all bank communications and transfers are stored at https://synapsefi.com/ using application level Advanced Encryption Standard (AES) 128-bit encryption over secure HTTPS connections.
When you open a Synapse User Account, you will link a checking or savings account to perform EFT and, if applicable, deposit funds into your Synapse User Account. Deposits into your User Account are held at Synapse's financial institution partners as detailed in the Synapse TOS.
DEPOSITS HELD IN A USER ACCOUNT MAY BE ELIGIBLE FOR INSURANCE BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) ON A PER USER BASIS DEPENDING ON THE RULES AND LIMITATIONS SET FORTH BY THE FDIC. FOR PURPOSES OF APPLICABLE FDIC DEPOSIT INSURANCE LIMITATIONS, DEPOSITS IN ACCOUNTS AT THE FINANCIAL INSTITUTIONAL PARTNER(S) OPENED THROUGH THE FINANCIAL INSTITUTIONAL PARTNER(S) WITH SYNAPSE MAY NOT BE SEPARATELY INSURED FROM ANY OTHER ACCOUNTS YOU MAY HAVE OPENED WITH THE FINANCIAL INSTITUTIONAL PARTNER(S), DEPENDING ON THE NAMED ACCOUNT OWNERS.
All EFT transactions are performed by and deposits are held by Synapse's financial institution partner, Evolve Bank & Trust. Rhove and Synapse only transmit transaction instructions to Synapse's financial institution partner. Rhove will provide you with all transactions notifications and User Account balances in addition to providing customer support relating to your Synapse User Account.
Electronic Fund Transfer Disclosure Statement The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account. Electronic Fund Transfer (ETF) are any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application. Preauthorized Electronic Fund Transfer: An Electronic Fund Transfer that you have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your account. You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly. Tell us at once if you believe your account or PIN or Access Information (as defined below) is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Support message us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this Section B may be extended for a reasonable period.
Transaction Errors Please notify us as soon as you can by emailing us at email@example.com (1) if you believe a transaction receipt or a statement is wrong, or (2) if you need more information about a transaction on the receipt or statement. We must hear from you no later than sixty (60) days after we sent you the FIRST statement on which the error or problem appeared. Your inquiry must include: (x) your name, email associated with your account, and your account number (if available); (y) a description of the error or the transaction you are unsure about, and a clear explanation of why you believe there is an error or why you need more information; and (z) the dollar amount of the suspected error. If you tell us orally, we may require that you send us your inquiry via email within ten (10) business days.
Taxes Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). By entering into this Agreement, you understand and agree that it is your responsibility to determine what, if any, Taxes apply to the payments you make or receive, and it is solely your responsibility to assess, collect, report and remit the correct Taxes to the appropriate authority. Rhove is not responsible for determining whether any Taxes apply to your transaction, or for calculating, collecting, reporting or remitting Taxes arising from any transaction.
RHOVE EARN ACCOUNT
By Upgrading your FBO Account to a Rhove Earn Account, you agree to the following terms and conditions.
Rhove may make certain features available through the Platform to enable certain Users to receive a contractual right to certain amounts (“Rhove Earn”). Rhove Earn may provide certain Users with the contractual right to receive a contractual payment from Rhove directly to such User’s FBO Account, in an amount as calculated by Rhove from time to time.
By way of example, If Rhove offers the User the contractual right to receive a 5% credit to the amount that the User deposits in its FBO Account, Rhove will calculate the applicable credit, and credit the User’s FBO Account with the applicable amount in accordance with Rhove’s then current terms, which may be revised, modified, and withdrawn in Rhove’s sole discretion.
Rhove is not a bank and does not offer checking accounts, savings accounts, or any fiduciary services. Rhove Earn is not provided by a bank, depository institution, custodian or fiduciary. Unless otherwise disclosed, the assets in your account are not insured by any private or government insurance plan (including FDIC or SPIC). The terms and conditions related to Rhove Earn are subject to change at any time. For the avoidance of doubt, Rhove may terminate the Rhove Earn program in whole or in part, at any time.
Digital currency is not legal tender and is not backed by any federal government. While Rhove and its custodial partners make every effort to keep your money safe and covered, please note that any investment entails risk. The rates featured on this page may vary according to the dynamics of digital currency markets and are subject to change at any time.
When available, Rhove may allow you to earn interest by supplying cryptocurrencies as collateral for the purpose of receiving interest, subject to compliance with any applicable laws and regulations. Balances that are not lent out will remain in your FBO Account and held for your benefit at Evolve Bank & Trust. Rhove may deposit funds into your account in USD in an amount equal to a predetermined rate that is disclosed to you whether or not funds have been lent out.
When applicable, Rhove reserves the right to utilize any lending protocol and depending on your state of residency, Rhove may simply credit your account based on the savings rate of a given protocol or a predetermined rate that is disclosed to you. If you elect to use Rhove Earn, Rhove may credit the amount of cryptocurrency earned to your account in USD. The rate quoted is annualized and may accrue at short intervals (e.g. daily). The rates reflected are as of the current date and time, and may change at any time, before or after the account is opened on Rhove.
Rhove may amend the list of accepted collateral from time to time by revising this Agreement. Should any cryptocurrency be removed from the list of permitted collateral, deposits already made with such cryptocurrency shall remain in force, unless Rhove informs you otherwise.
Digital Dollars are not legal tender, are not backed by any government, and value balances on Rhove are not subject to FDIC or Securities Investor Protection Corporation (SIPC) protections. Further, Rhove is not a bank and does not offer checking accounts, savings accounts, or any fiduciary services.
Notwithstanding the foregoing, by using our services, you authorize Rhove to hold your deposits for your benefit at Evolve Bank & Trust, Member FDIC, in an account ("FBO Account"). For purposes of applicable FDIC deposit insurance limitations, please note that deposits in Evolve Bank & Trust FBO Account may not be separately insured from any other deposit accounts you may have with Evolve Bank & Trust.
BUSINESS AND ENTITY TERMS
Business Registration Data and Account Security In consideration of your use of the App, the Site and the Service on behalf of a business or other entity member, you, individually and on behalf of such business or entity, agree to (a) provide accurate, current and complete information about the business or entity, yourself and any other principals and/or authorized representatives of the business or entity member as may be prompted by any registration forms on the App, the Site, Service or otherwise requested by the Company ("Business Registration Data"), including the business or entity's full legal name; (b) provide such materials as the Company may request to establish and/or verify your or any other person's identity or authority to enter into binding agreements on behalf of the business or entity, or to establish and/or verify the business or entity's legal existence, good standing in any jurisdiction and eligibility to use the App, the Site or Service; (c) maintain the security of any password and identification issued for use by or on behalf of the business or entity; (d) maintain and promptly update the Business Registration Data, and any other information provided to the Company by you or anyone else acting on behalf of the business or entity, to keep it accurate, current and complete; (e) promptly notify the Company regarding any material changes to information or circumstances impacting the business or entity's legal existence, good standing in any jurisdiction in which the business or entity is authorized to conduct business, or eligibility for continued use of the App, the Site or any Service; and (f) be fully responsible for all use of any accounts opened on behalf of the business or entity and for any actions that take place using such account.
Additional Representations for Business and Other Entity Rhovers In addition to the Rhover Representations set forth above, which you hereby confirm on behalf of the business or entity member, you further agree, both individually and on behalf of the business or entity, not to use the App or Service or the Site to:
Register for multiple accounts on behalf of the same business or entity; operate or otherwise utilize an account opened in the name of a business or entity for the benefit of any persons other than that business or entity;
Operate or otherwise utilize an account opened in the name of a business or entity for any purpose prohibited by law or regulation, any activity which that business or entity is not duly authorized to conduct, or for any purpose prohibited by any other agreement between the business or entity and the Company or Our Affiliates;
Operate a account on behalf of any business or entity with regard to which you are not an authorized person with the power to enter into binding agreements on behalf of the business or entity;
Communicate with any other Rhover regarding the business or entity, or its business operations, other than anonymously and publicly via the App, the Site, or upload, post, transmit, share or otherwise make available any information or informational material identifying the business or entity or its business operations (other than Business Registration Data provided to the Company or other information requested by the Company or otherwise necessary for your use of the App, the Site or Service); and
Upload, post, transmit, share, store or otherwise make publicly available on the App or Site any private information regarding the business or entity, including, without limitation, addresses, phone numbers, email addresses, tax identification numbers and credit, or any personal information regarding persons associated with the business or entity (other than Business Registration Data provided to the Company).
Furthermore, you represent and warrant and agree, both individually and on behalf of the business or entity, that:
All email addresses provided on behalf of the business or entity are and will be used by the business or entity for business purposes; and
You will not represent or portray the business or entity as being affiliated with the Company in any capacity other than being a Rhover of the App, the Site or Service without the Company's prior written consent.
Links to Other Web Sites and Content The App and Site contains (or you may be sent through the App, Site or the Services) links to other websites ("Third Party Sites"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the "Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the App, Site or any Third Party Content posted, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the App, the Site and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the App or Site.
Rhovers Disputes You are solely responsible for your interactions with other Rhovers. We reserve the right, but have no obligation, to monitor disputes between you and other Rhovers.
Disclaimers The Company does not guarantee the accuracy of any Content or Third Party Content. Although we provide rules for Rhover conduct and postings, we do not control and are not responsible for what Rhovers post on the App or the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the App, Site or in connection with any Content or Third Party Content. The Company is not responsible for the conduct, whether online or offline, of any Rhover of the App, Site or Service. The Company cannot guarantee and does not promise any specific results from use of the App, Site and/or the Service. The App, Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, Rhover communications. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the App, Site or combination thereof, including injury or damage to Rhovers or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone's use of the Site or the Service, any Content or Third Party Content posted on or through the App, Site or the Service or transmitted to Rhovers, or any interactions between Rhovers of the App or Site, whether online or offline. The Company reserves the right to change any and all content contained in the App or Site and any Services offered at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.
Limitation on Liability EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, "SECURITIES MATTERS", IN NO EVENT WILL THE COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, "SECURITIES MATTERS", TO THE EXTENT PERMITTED BY APPLICABLE LAW THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. IN NO CASE, EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, "SECURITIES MATTERS", WILL THE COMPANY'S LIABILITY TO YOU EXCEED $10. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO THE COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY, REGARDLESS OF THE CAUSE OF ACTION. IN ADDITION TO THE SPECIFIC SECURITIES LAWS PROVISIONS DESCRIBED ABOVE IN THE SECTION TITLED, "SECURITIES MATTERS", CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Indemnification To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the Company from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys' fees and costs, related to all third party claims, charges and investigations related to (1) your failure to comply with the Terms; (2) your interactions with any other Rhover; and (3) any activity in which you engage on or through the App, the Site, and Services.
Waiver Any failure by Company to exercise any of its respective rights, powers, or remedies under these Terms of Service, or any delay by Company in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by Company does not prevent either from exercising any other rights, powers, or remedies.
Severability If any provision of these Terms of Service, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision and everything else in these Terms of Service continues in full force and effect.
Controlling Law and Jurisdiction
Choice of Law These Terms of Service shall be governed by and construed and enforced in accordance with the laws of the state of Delaware, and shall be interpreted in all respects as a Delaware contract. Any dispute, controversy, claim or action arising from or related to your use of the Site or these Terms of Service likewise shall be governed by the laws of Delaware, exclusive of choice-of-law principles.
Arbitration In the event of a dispute between the Parties arising out of or relating in any way to this Agreement, such dispute shall be submitted to the American Arbitration Association and shall be resolved by means of arbitration by a panel of three arbitrators. Arbitration shall be limited solely to deciding the merits of any controversy or dispute relating to the Agreement. Such arbitration shall be pursuant to the International Dispute Resolution Procedures of the American Arbitration Association and shall be conducted in Franklin County, Ohio, or such other location as the Parties may select by mutual agreement. The language of the arbitration shall be English. The arbitrators shall issue a reasoned award, and it shall be final and binding upon the Parties and not subject to further appeal. The arbitrators shall be empowered to award money damages but may not award consequential, incidental, exemplary or punitive damages or order specific performance. The Parties hereby consent to the nonexclusive jurisdiction of the state and federal courts of Franklin County, Ohio, United States, for the enforcement of any arbitration award.
Class Action Waiver You and Company agree that any party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No class arbitration is permitted, and no arbitrator may consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one Rhover cannot and may not affect any other Rhover.
Modification Rhove reserves the right, at its sole discretion, to modify or discontinue, temporarily or permanently, the Service or to modify these Terms, including any Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the App; however, we reserve the right to make any such changes effective immediately to maintain the security of our Service or to comply with any laws or regulations. We will update the "Last Updated" date at the top of these Terms. Modifications to these Terms shall automatically be effective upon posting; provided, however, that material changes to the Terms will be effective as to an existing Rhover thirty (30) days after notice to the Rhover is posted via the App or Site. You agree to keep your email address on file with Rhove up-to-date. By continuing to access or use the Service after we have posted a modification or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Service and deactivate your account if applicable.