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Terms of Use

Last Updated: March 15, 2024

Introduction

These Terms of Use (“Terms of Use”), along with the Privacy Policy constitute a binding “Agreement” established by and between a Customer (hereinafter referred to also as “you”, “Subscriber”), and Gena (a product by reAlpha Tech Corp collectively, “reAlpha”, “us” or “we”) jointly referred to as “Parties”.

By “accepting” (Agree and sign up), you agree to be bound by this Agreement. The Agreement is further subjected to all applicable laws and regulations. You agree that you are responsible for compliance with any applicable local laws including but not limited to all relevant data protection laws.

These Terms of Use may be amended by reAlpha from time to time. Please periodically review the controlling, online version of these Terms of Use. By continuing to use the Services subsequent to reAlpha making available an amended version of these Terms of Use, you thereby acknowledge, agree to, and consent to such amendment.

BY SUBMITTING ANY INFORMATION THROUGH OR BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS OF USE.

YOU MAY NOT SUBMIT ANY INFORMATION OR USE THE SERVICES IF YOU (A) DO NOT AGREE TO THESE TERMS OF USE, (B) ARE NOT AT LEAST 18 YEARS OF AGE OR OF LEGAL AGE TO FORM A BINDING CONTRACT, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES BY APPLICABLE LAW.

If you are entering into this Agreement on behalf of a company, organization, or another legal entity, you represent and warrant that you have the legal authority to bind this company, organization or another legal entity and its affiliates by the Agreement.

1. Opening Provisions

  • 1.1The Terms of Use form the entire agreement between you and reAlpha regarding the use of our Services.
  • 1.2Some exceptions to the Terms of Use may apply based on your country of residence - please see the country-specific sections below. reAlpha may also provide products and services which are governed by separate terms.
  • 1.3Please note that you are only allowed to use the Services if you have reached the age of “majority” where you live and are eligible to enter into a valid contract.
  • 1.4If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

2. Definitions

  • 2.1“Service”' means any service provided to you by Gena (a reAlpha product), as applicable, that you have purchased or to which you have subscribed.
  • 2.2“Service Data” means all data extracted from any website by Gena as the outcome of Service delivery, including data received through web scraping or crawling, software or platform services, API, or other mechanisms through the Service.

3. The user’s account

  • 3.1Certain parts of the Services require an account. You agree not to provide inaccurate, misleading or false information in connection with your use of the Services, and in particular, in connection with your account. If information you have provided to us subsequently becomes inaccurate, misleading or false, you will promptly notify us of such change.
  • 3.2Before creating an account, you must accept these Terms of Use and Privacy Policy. Our agreement for the use of Services is based on the terms set out in these Terms of Use, for an indefinite period of time upon acceptance of these Terms of Use.
  • 3.3You may never allow anyone else to use your account. If you have reason to believe that your account is no longer secure, then you must immediately notify reAlpha.

4. User content

  • 4.1Services may provide you an opportunity to post, upload, display, link to or otherwise make user content available to us or third parties.
  • 4.2You represent and warrant that you own all intellectual property rights in such content, that you are authorized to publish the content, and that you are authorized to permit (and do permit) reAlpha to publish the content and exploit all intellectual property rights in and to that content. In conjunction with your submission of content to Us, you hereby grant reAlpha and other users of the Services an irrevocable, worldwide, perpetual, nonexclusive, royalty-free, sub- licenseable and transferable license to that content, including a license to use, copy, distribute, prepare derivative works, display in public and publicly perform the content. reAlpha’s license in connection with the content you submit extends to any commercial use of that content, at our sole and absolute discretion.
  • 4.3You acknowledge and agree that all your communications within any forums or chat areas in the Services may be even public (for public comments) or not confidential (reAlpha may have access to the communication content), and you have no expectation of privacy regarding your use of such chat areas. We are not responsible for information that you choose to share on the forums or chat areas, or for the actions of other parties. Use of the user content that is or contains personal data will comply with the Privacy Policy.

5. Account Suspension or termination

  • 5.1You can terminate this agreement for the use of Services at any time by contacting us at gena@realpha.com. Termination will not affect already existing rights or obligations to us or to you.
  • 5.2We may cancel or suspend your access to the Services if you do not accept these Terms of Use or materially breach these Terms of Use, which includes a breach which is serious or which could cause real harm to the Services, its users, reAlpha and its affiliates, licensors and partners. We will try where reasonably possible to contact you to explain why we have done this and what (if anything) you can do as a result. If we suspend or cancel your access to the Services and these Terms of Use under this Section, then we will not have any obligations or liabilities to you at all.
  • 5.3If we stop providing access to any Services (in whole or in part – e.g. on a particular platform) permanently and not because of any breach by you, we will try to give you a prior notice by posting it on our Website. In such case, we will not have any future obligations or liabilities to you (this does not affect any pre-existing obligations or liabilities).
  • 5.4We reserve the right to terminate any account that has been inactive for 30 days or more.

6. Third Party Websites

  • 6.1The Services contain links to websites, services and content owned and/or operated by third parties. Any separate charges or obligations that you may incur in your dealings with these third parties are your sole responsibility. We are not responsible for any such third-party websites, services or content and do not have control over any materials made available by them. Our inclusion of a link to a third-party website, services or content in the Services does not in any way imply our endorsement, advertising, or promotion of such websites, services or content or any materials made available by them. By accessing a third-party website, services or content, you accept that we do not exercise any control over such websites, services or content and have no responsibility for them. The third-party sites may collect data or solicit personal information from you. We are not responsible for privacy policies, or for the collection, use or disclosure of any information those sites may collect. We encourage you to familiarize yourself with the terms of service and privacy policy applicable to any third-party website, services or content you may access.
  • 6.2We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party products, services, content, materials or websites. Please note that the applicable third party is fully responsible for all goods and services it provides to you and for any and all damages, claims, liabilities, and costs it may cause you to suffer, directly or indirectly, in full or in part.

7. Changes in the Services

  • 7.1From time to time, we may make changes to the Services.
  • 7.2You acknowledge and agree that these Terms of Use will apply to any change, including any update or upgrade, to the Services we make, unless such a change is accompanied by separate terms in which case such separate terms will govern.

8. OWNERSHIP AND INTELLECTUAL PROPERTY

  • 8.1The Services and any elements thereof, including, but not limited to documentation, databases and software code (including source and object code) of the Services are owned or licensed by reAlpha and are protected by copyright, trademark, patent, trade secret, and/or other intellectual property rights. Unless otherwise stated, reAlpha shall own all rights, title, and interest in any code or other data generated through the Services. All such rights are reserved.
  • 8.2These Terms of Use only grant you a limited right to use the Services to the extent specified herein, while these Terms of Use are in effect. These Terms of Use do not grant you any right of ownership in or to the Services or any element thereof. In particular, you acknowledge and agree that you shall have no ownership or other property right or interest in the account or any content that appears in the Services, or any other content associated with the account.
  • 8.3You agree not to delete or in any manner alter the copyright, trademark, patent, trade secret or other proprietary rights notices or markings which may appear in the Services.

9. GRANT OF LIMITED LICENSE

  • 9.1On condition of your acceptance of these Terms of Use, We grant you a non- exclusive, limited, non-transferrable, non-sub-licensable, freely revocable license to use the Services for your personal, non-commercial use only. reAlpha reserves all rights not expressly granted herein. We also reserve the right to terminate at any time your license to use the Services for any reason.
  • 9.2The Services are licensed, not sold to you. For the avoidance of doubt, you acknowledge and agree that we and our licensors retain ownership of the Services even after their installation on your device.
  • 9.3The license to use the Services referred remains in effect until terminated by you or us in case of account termination or suspension by us, subject that the license will automatically terminate without notice from us if you in any way breach any provision of these Terms of Use. Upon termination of the license for any reason and on any basis, you must cease all use of the elements of Services.
  • 9.4By using Gena or other reAlpha’s Services, you give reAlpha permission to use your company’s name and/or logo on our website and other marketing materials identifying you as one of our customers. No endorsement or affiliation is implied and your trademarks and copyrights remain your property.

10. CONDUCT AND PROHIBITED ACTIVITIES

  • 10.1You agree that you are responsible for your own conduct while using the Services and for your content, and for any consequences thereof. In addition, you agree not to do any of the following, unless and to the extent it is expressly permitted by the provisions of these Terms of Use or by applicable law:
    • 10.1.1impersonating another person or entity, including submitting false information to reAlpha;
    • 10.1.2accessing or using the Services in an unlawful way or for any unlawful purpose;
    • 10.1.3using the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party;
    • 10.1.4transmitting any data, materials, content or information which is libelous, defamatory, obscene, fraudulent, false or contrary to the ownership or intellectual property rights of any other person, or otherwise unlawful;
    • 10.1.5transmitting any viruses, malware, or other malicious code in the Services;
    • 10.1.6copying or reproducing the Services or any element thereof in any form or by any means;
    • 10.1.7disassembling, decompiling, reverse engineering or otherwise attempting to discover the source code of, modifying or creating derivative works of the Services or any element thereof (including, but not limited to, any software that is element of the Services);
    • 10.1.8selling, renting, lending, leasing, distributing, transferring, licensing, sublicensing or otherwise making available any part of the Services to any third party;
    • 10.1.9using the Services for creating any product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by reAlpha;
    • 10.1.10using any proprietary information or interfaces of reAlpha or other intellectual property of reAlpha in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Services;
    • 10.1.11misrepresenting the source of ownership of the Services;
    • 10.1.12scraping, building databases or otherwise creating temporary or permanent copies of any data or information derived from the Services;
    • 10.1.13exploiting the Services or any element thereof for any commercial purposes or in a manner not permitted by these Terms of Use;
    • 10.1.14interfering with, or disrupting, the Services or any element thereof;
    • 10.1.15collecting, storing or sharing any personally identifiable information of other users from the Services without their express permission;
    • 10.1.16exploiting the Services in any unauthorized way whatsoever, including without limitation, by trespass or burdening network capacity;
  • 10.2Although reAlpha is not obligated to monitor access to or use of the Services or user content or to review or edit any user content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms of Use, and to comply with applicable law or other legal requirements. We reserve the right to remove or disable access to any user content that is stored in the Services, at any time and without notice. reAlpha may remove any user content we consider to be objectionable or in violation of these Terms of Use. We have the right to investigate violations of these Terms of Use or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users and others who violate the law.
  • 10.3Failure to follow the rules will be considered a ‘material breach’ of these Terms of Use, which could lead to suspension and/or termination of your access to the Services. In particular, in certain cases, we retain the right to prohibit your future access to the Services.

11. WARRANTY.

YOU USE THE SERVICES AT YOUR SOLE RISK. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES, FUNCTIONS AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES WITH RESPECT TO ANY UPTIME OR UNINTERRUPTED ACCESS, THE AVAILABILITY, ACCURACY OR USEFULNESS OF ANY CONTENT, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON- INFRINGEMENT, FEATURES, QUALITY, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY. WE DO NOT WARRANT THE WEBSITE AND/OR ANY CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED, OR OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS OR DEFECTS. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT. WE ALSO ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE, FOR ANY DAMAGES TO OR VIRUS(ES) THAT MAY INFECT YOUR COMPUTER EQUIPMENT, CELLULAR/MOBILE PHONE OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, BROWSING, OR USE OF THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT SAFEGUARD PROCEDURES AND VIRUS CHECKS (INCLUDING ANTI- VIRUS, REGULAR SYSTEM UPGRADES AND OTHER SECURITY CHECKS AND MEASURES) TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE ACCURACY AND SECURITY OF DATA INPUT AND OUTPUT. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

12. RELEASE AND LIMITATION OF LIABILITY.

  • 12.1BY AGREEING TO AND ACCEPTING THESE TERMS OF USE, YOU HEREBY IRREVOCABLY RELEASE REALPHA AND ITS AFFILIATED PARTIES FROM LIABILITY OF ANY KIND, AND FOR ANY CONSEQUENCE(S) ARISING FROM YOUR USE OF THE SERVICES. THIS INVOLVES ANY AND ALL LOSSES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF GOODWILL, INTERRUPTION, LOSS OF BUSINESS INFORMATION, DAMAGE TO REPUTATION, FEES, ACTUAL ATTORNEYS’ FEES AND COSTS, EXPENSES OR ANY DAMAGE, WHETHER DIRECT OR INDIRECT, WHETHER FINANCIAL OR NON-FINANCIAL. YOU AGREE NOT TO FILE ANY LAWSUIT OR PROCEEDING INCONSISTENT WITH THE FOREGOING LIABILITY LIMITATIONS.
  • 12.2reAlpha shall not be held liable for any claims by third parties arising from your use of the Services or any data presented through the Services, nor shall we be liable for any alleged copyright or other intellectual property infringement arising from your use of the Services or data presented through the Services. You agreed that any claims or damages that you may have against reAlpha shall only be enforceable against the legal entity and not any of its officers, directors, employees, contractors, representatives, or agents.
  • 12.3IN NO EVENT SHALL THE AGGREGATE LIABILITY OF REALPHA AND ITS AFFILIATES EXCEED THE GREATER OF $500 (USD). THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT REALPHA HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOU MAY NOT RECOVER FROM REALPHA ANY LOSS OR DAMAGE ATTRIBUTED TO, OR AMOUNT PAID BY, ANY USER, USER’S REPRESENTATIVE, OR OTHER.
  • 12.4THE LIMITATIONS SET FORTH IN THIS SECTION 12 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF REALPHA FOR ANY MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, SUCH LIABILITY SHALL INSTEAD BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

13. INDEMNITY.

  • 13.1To the extent allowed by law, you agree to indemnify, defend and hold reAlpha its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants, and contractors) (“Indemnified Person(s)”) harmless from and against any third party claim, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of your use of the Services and/or your breach of any of these Terms. You acknowledge and agree that each Indemnified Person has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary. If you are a California resident, 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 favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

14. FINAL PROVISIONS

  • 14.1To the fullest extent allowed by law, the laws of the State of California will govern these Terms of Use and to any disputes or issues that relates to or arises from any aspect of our relationship, including, without limitation, your use of the Services, all marketing related to the Services, any licensed content, and all matters relating thereto (including ReAlpha ‘s Privacy Policy and all other terms incorporated into these Terms of Use) or any other agreement between you and reAlpha, without regard to or application of California’s conflict of law provisions, and to the extent allow by law, without regard to any other state’s public policy arguments. To the fullest extent allowed by law, any cause of action by either party that arises out of or is related to the Services must commence within two (2) years after the conduct that caused the Dispute (as defined below in 15.2.1.) otherwise, such cause of action is permanently barred.
  • 14.2If any part of these Terms of Use is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions, including the validity of Section 14.6.
  • 14.3These Terms of Use govern our relationship with you (and vice versa). It does not create any rights for anyone else unless explicitly stated otherwise in these Terms of Use.
  • 14.4We can assign, subcontract or transfer our agreement to a third party or another member of our group if necessary for the support of the Services, as part of any reorganization or merger or for other business reasons. We will notify you if this happens.
  • 14.5No failure or delay by us or you to exercise any right or remedy provided under these Terms of Use or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy, unless explicitly stated otherwise in these Terms of Use. No single or partial exercise of such right or remedy by us or you will preclude or restrict the further exercise of that or any other right or remedy.
  • 14.6Sections 3, 4, 7, 11, 12, 13, 14, 15 inclusive, and, those other Sections that by their terms apply after these Terms of Use end, will survive any termination or cancellation of these Terms of Use.

15. TERMS SPECIFIC FOR U.S. USERS.

  • 15.1TERMS NOT APPLICABLE TO U.S. USERS. If you access the Services from the United States or are a resident of the United States (“U.S. User”) provisions set forth in 17 above do not apply to you. Please refer to the provisions stipulated below for your rights and obligations as a U.S. User.
  • 15.2BINDING ARBITRATION AND CLASS ACTION WAIVER. READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING WAIVING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR TO PURSUE CLAIMS IN A CLASS, GROUP OR REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL. THESE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS APPLY TO YOU IF YOU ARE A U.S. USER.
    • 15.2.1To the fullest extent allowed by law, you and reAlpha agree to submit all Disputes between us to individual, binding arbitration pursuant to the provisions in this Section 15.2.1 A “Dispute” means any dispute, claim, or controversy (except those specifically exempted below) between you and reAlpha that in any way relates to or arises from any aspect of our relationship, including, without limitation, your use of the Services, all marketing related to the Services, any licensed content, and all matters relating to or arising from these Terms of Use (including reAlpha ‘s Privacy Policy and all other terms incorporated into these Terms of Use) or any other agreement between you and reAlpha, including any disputes over the validity, enforceability, or interpretation of this agreement to arbitrate. Our Dispute shall be subject to these BINDING ARBITRATION AND CLASS ACTION WAIVER provisions regardless of whether the Dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, and negligence), or any other legal or equitable theory. This includes claims or requests for relief that accrued before you agreed to these Terms of Use. You and we understand that there is no judge or jury in arbitration and that court review of an arbitration award is limited.
    • 15.2.2Notice of Dispute: Prior to initiating arbitration, you must first send a written Notice of Dispute by certified mail to reAlpha at: reAlpha Tech Corp., ATTN: Legal Department, 6515 Longshore Loop Suite 100, Dublin, OH 43017. The Notice of Dispute must include the following at a minimum: (a) your name, email address used to create an account with the Services, (b) a detailed description of your claim or Dispute with reAlpha, including dates, (c) the specific damages or other remedy or remedies that you are seeking. If we have a dispute with you, we must first send a written Notice of Dispute detailing the dispute and sending it to your email address, which you indicated in your account with the Services. If the claim detailed in either parties’ Notice of Dispute is not resolved within thirty (30) days of sending the Notice of Dispute that conforms with these requirements, then you or reAlpha may commence arbitration according to the requirements in these Terms (the “Initial Dispute Resolution Period”).
    • 15.2.3If a Dispute cannot be resolved through negotiations during the Initial Dispute Resolution Period, then either party may initiate binding arbitration as the sole means to formally resolve the Dispute, unless an exception or exclusion applies as stated below. The arbitration will be administered by a single arbitrator by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) effective as of the date of the Notice of Dispute, the current version of which are available at the JAMS website, http://www.jamsadr.com/rules-streamlined-arbitration, as modified by this Agreement. If, for any reason, JAMS is unable to provide the arbitration, then except as otherwise stated below, you or we may file the Dispute with any national arbitration company that handles consumer arbitrations following procedures that are substantially similar to the JAMS Rules.
    • 15.2.4Unless contrary to JAMS Rules, Arbitration hearings may be conducted by videoconference unless the arbitrator believes an in-person hearing is necessary. In such instances, the location of an arbitration hearing will be decided pursuant to the JAMS Rules. For Users outside the United States, arbitration shall be initiated in Los Angeles County, California, and you and ReAlpha agree to submit to the personal jurisdiction of any federal or state court in Los Angeles County, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. In an arbitration, the arbitrator shall allow dispositive motions.
    • 15.2.5The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law. The decision of the arbitrator shall be final and binding on you and ReAlpha, and any award of the arbitrator may be entered in any court of competent jurisdiction. To the greatest extent allowed by law, the arbitrator shall determine the scope, validity, interpretation and enforceability of this arbitration agreement, including whether a Dispute is subject to arbitration. The arbitration shall be governed by the Federal Arbitration Act.
    • 15.2.6Class Action Waiver: TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AND REALPHA AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, GROUP, OR CLASS ARBITRATION, AS A PRIVATE ATTORNEY GENERAL, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, OR OTHERWISE SEEK TO RECOVER LOSSES INCURRED BY A THIRD PARTY. To the extent applicable law does not allow the waiver of certain claims, but permits those claims to be arbitrated, then such claims shall be resolved in arbitration. To the extent allowed by law, the arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, including injunctive relief.
      • 15.2.6.1Notwithstanding anything to the contrary herein, if the arbitrator may not legally adjudicate or award a particular legal or equitable claim or remedy, such claim or remedy shall be stayed until all other claims and remedies are final and the arbitration completed, after which the federal or state court may adjudicate the remaining claim and, if meritorious, award the remaining remedy. In doing so, the federal or state court is bound under the principles of claim or issue preclusion by the decision of the arbitrator.
      • 15.2.6.2The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
    • 15.2.7If the prohibition against class, group or collective actions is found to be unenforceable for any reason, the entire Section 15.2.1 of this Terms of Use (but only Section 15.2.1) shall be null and void.
    • 15.2.8EXCEPTION – MASS ARBITRATION: Notwithstanding the parties’ decision to have arbitrations administered by JAMS, if 20 or more demands for arbitration are filed relating to the same or similar subject matter and sharing common issues of law or fact, and counsel for the parties submitting the demands are the same or coordinated, you and reAlpha agree that this will constitute a “Mass Arbitration.” If a Mass Arbitration is commenced, you and reAlpha agree that it shall not be governed by JAMS Rules or administered by JAMS. Instead, a Mass Arbitration shall be administered by FedArb, a nationally recognized arbitration provider, and governed by the FedArb Rules in effect when the Mass Arbitration is filed, excluding any rules that permit arbitration on a class-wide basis (the “FedArb Rules”), and under the rules set forth in these Terms of use. The FedArb Rules are available at https://www.fedarb.com/ or by calling 1-650-328-9500. You and ReAlpha agree that the Mass Arbitration shall be resolved using FedArb’s Framework for Mass Arbitration Proceedings ADR-MDL, available at https://www.fedarb.com/. If for any reason the provisions in this Section 15.2.8 are found to be unenforceable, or if for any reason FedArb declines to administer the Mass Arbitration, then the Dispute comprising the Mass Arbitration shall be administered by JAMS according to the JAMS Rules and consistent with the provisions of Section 15.2.3 of this Agreement, or in small claims court.
    • 15.2.930 Day Right to Opt Out: you have the right to opt-out and not be bound by the arbitration agreement in this Section 15.2.1 by sending us a written notice via U.S. Mail, or by any available nationally recognized delivery service (e.g., UPS, Federal Express, etc.) to reAlpha Tech Corp., ATTN: Legal Department, 6515 Longshore Loop Suite 100, Dublin, OH 43017. You must sign and date the notice, and include in it your name, address, user ID, and a clear statement that you are opting out of this arbitration agreement. The notice must be sent within 30 days of the date on which you first access or use the Services agree to these Terms of Use; otherwise you shall be bound in accordance with Section 15.2.1. If you opt-out of these arbitration provisions, reAlpha also will not be bound by them.
  • 15.3NOTICE FOR CALIFORNIA USERS: Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

16. TERMS SPECIFIC FOR EUROPEAN UNION RESIDENTS

  • 16.1You may receive data regarding European Union Residents (such as their name, job title, or contact information), which we refer to below as “EU Service Data.” If you do so, you agree that you will only use the EU Service Data in either of the following two situations:
    • (i)in order to perform reasonable and actual data validation or hygiene or updating of your own legally obtained customer database.
    • (i)pursuant to explicit consent from the data subject of the Service Data, sufficient to comply with the consent requirements of the General Data Protection Regulation (“GDPR”).
  • 16.2When you receive or use EU Service Data, you understand and agree that you are the data controller, and we are your data processor, as those terms are used under the GDPR. You will obtain from each data subject (e.g., the persons in your customer database) all required consents, made available all required data subject rights, and otherwise comply with all provisions of the GDPR applicable to data controllers.
  • 16.3You also agree that you will not provide any personal data to us regarding any resident of the European Union unless you have obtained legally sufficient consent to do so from the data subject of that personal data.
  • 16.4For customers that are located in the European Union or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, with reAlpha, which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our Data Processing Agreement apply.
  • 16.5This Section supersedes and takes precedence over any separate agreement or terms that we may enter into with you, regarding any data licensed from you to us, or from us to you.
  • 16.6If the Service is not working properly, you can inform us via mail to the e-mail address specified in Section 17.
  • 16.7Your complaint shall contain your contact information and description of the reason for the complaint.
  • 16.8We will respond to the complaint within 14 (fourteen) days after its receipt.
  • 16.9Immediately after considering the complaint, but not later than within the period specified above, we will provide you with a response regarding the complaint. We will send the response by the same way by which we received your complaint, unless you specified another way.
  • 16.10We may ask you to provide additional information if it is necessary to investigate the complaint.
  • 16.11It is possible to resolve disputes electronically via the ODR Internet platform of the European Union (platform address: http://ec.europa.eu/consumers/odr/), which allows for submitting complaints and pursuing claims.

17. CONTACT INFORMATION.

If you have any questions about these Terms of Use, please contact us at gena@realpha.com or by mailing us at ReAlpha, 6515 Longshore Loop Suite 100, Dublin, OH 43017.