Legal

Terms of Service

Rippleffekt AREC LLC

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM. BY CREATING AN ACCOUNT, CLICKING "I AGREE," OR OTHERWISE ACCESSING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE PLATFORM.

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Rippleffekt AREC LLC, a Texas limited liability company ("Company," "Rippleffekt," "we," "us," or "our"). These Terms govern your access to and use of Rippleffekt's proprietary technology platform, including all software, data, analytics, tools, reports, features, and services made available through the platform (collectively, the "Platform").

1. ACCEPTANCE AND ELIGIBILITY

1.1 By accessing the Platform, you represent that you are at least 18 years of age and have the legal capacity and authority to enter into this Agreement. If you are accessing the Platform on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms.

1.2 We reserve the right to modify these Terms at any time. Material changes will be communicated via the Platform or email. Continued use of the Platform after such notice constitutes acceptance of the revised Terms.

1.3 These Terms incorporate by reference our Privacy Policy and any additional agreements you execute with Rippleffekt, including but not limited to any Non-Disclosure Agreement.

2. ACCOUNT REGISTRATION AND SECURITY

2.1 You must create an account to access the Platform. You agree to provide accurate, current, and complete information during registration and to keep your account information updated.

2.2 You are solely responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to immediately notify Rippleffekt of any unauthorized access or use of your account.

2.3 Accounts are non-transferable. You may not sell, share, loan, or otherwise make your account credentials available to any third party.

2.4 Rippleffekt reserves the right to suspend or terminate any account at any time, with or without cause, at its sole discretion.

3. LIMITED LICENSE AND PERMITTED USE

3.1 Subject to your compliance with these Terms and payment of all applicable fees, Rippleffekt grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes.

3.2 This license does not include the right to: (a) sublicense, resell, distribute, or make the Platform or any content available to any third party; (b) modify, adapt, translate, or create derivative works based on the Platform; (c) use the Platform to build or support any competing product or service; or (d) use the Platform in any manner not expressly authorized by these Terms.

4. CONFIDENTIALITY AND NON-DISCLOSURE

You acknowledge that by accessing the Platform, you will be exposed to proprietary and confidential information constituting trade secrets under the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) and applicable state trade secret laws. You agree to the following:

4.1 Confidential Information. All non-public information disclosed by, observed within, derived from, or accessible through the Platform, including all software, technology, systems, methods, processes, workflows, architectures, data, datasets, data models, analytical outputs, algorithms, artificial intelligence models, scoring systems, pricing, business plans, customer lists, and any combination or derivative thereof, constitutes "Confidential Information" regardless of whether it is specifically marked or identified as confidential.

4.2 Non-Disclosure. You shall not disclose, publish, transmit, or make available any Confidential Information to any third party without Rippleffekt's prior written consent. You shall treat all Confidential Information with the highest degree of care and at least the same care you use to protect your own most sensitive confidential information.

4.3 Limited Use. You shall use Confidential Information solely to the extent necessary to use the Platform as permitted under Section 3. Any other use is strictly prohibited.

4.4 No Recording or Reproduction. You shall not copy, reproduce, photograph, screenshot, screen-record, transcribe, download (except data expressly designated as downloadable), scrape, or create any derivative works from the Platform or any Confidential Information.

4.5 Standard Exceptions. Confidential Information does not include information that you can demonstrate through contemporaneous written records: (a) was publicly available at the time of access through no fault of yours; (b) was already lawfully in your possession without confidentiality obligations; (c) was independently developed without use of or reference to any Confidential Information; or (d) was received from a third party lawfully entitled to disclose it.

4.6 Survival. Your confidentiality obligations under this Section survive for as long as the information qualifies as a trade secret under applicable law, or for a minimum of five (5) years following termination of your account, whichever is longer.

5. RESTRICTED ACTIVITIES AND NON-COMPETITION

You acknowledge that the Platform represents proprietary technology developed through substantial investment. You agree that for a period of five (5) years from your last date of access to the Platform, you shall not, directly or indirectly:

5.1 Develop, design, build, fund, market, distribute, license, operate, or contribute to any product, platform, application, service, or business that replicates, imitates, or is substantially similar to the Platform or any proprietary feature, functionality, workflow, or methodology thereof;

5.2 Use any Confidential Information, knowledge, concept, or methodology gained through the Platform to advise, assist, fund, or benefit any competitor, potential competitor, or third party;

5.3 Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying logic, architecture, data structures, algorithms, or methods of the Platform;

5.4 Describe, discuss, or disclose the proprietary features, capabilities, methods, workflows, or functionality of the Platform to any person or entity not authorized by Rippleffekt;

5.5 Access the Platform through automated means (bots, scrapers, crawlers) or use any technology to systematically extract data from the Platform;

5.6 Interfere with, disrupt, or attempt to gain unauthorized access to the Platform, its servers, networks, or any connected systems;

5.7 Use the Platform for any unlawful purpose or in violation of any applicable law, regulation, or third-party rights.

6. INTELLECTUAL PROPERTY

6.1 The Platform and all related intellectual property — including software, algorithms, data models, designs, trademarks, trade names, logos, and content — are and shall remain the sole and exclusive property of Rippleffekt. Nothing in these Terms transfers any IP rights to you.

6.2 Any feedback, suggestions, ideas, enhancement requests, or recommendations you provide regarding the Platform shall become the sole property of Rippleffekt. Rippleffekt shall have the unrestricted right to use, implement, modify, and commercialize such feedback without any obligation of compensation, attribution, or accounting to you.

6.3 You retain ownership of any data you upload to the Platform ("User Data"). By uploading User Data, you grant Rippleffekt a non-exclusive, worldwide, royalty-free license to process, store, display, and analyze User Data solely to provide Platform services to you. Rippleffekt may use aggregated, anonymized, and de-identified data derived from User Data for product improvement and analytics purposes.

7. FEES AND PAYMENT

7.1 Access to certain features of the Platform requires payment of subscription fees as described on the Platform. All fees are quoted in U.S. dollars unless otherwise indicated.

7.2 Rippleffekt accepts payment via credit card, ACH, wire transfer, and approved cryptocurrency methods as displayed on the Platform. Cryptocurrency payments are final upon blockchain confirmation.

7.3 Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected). All fees are non-refundable except as expressly stated herein or required by law.

7.4 Rippleffekt reserves the right to modify pricing upon thirty (30) days' notice. Continued use after the price change takes effect constitutes acceptance.

7.5 Failure to pay any amount when due may result in suspension or termination of your account and access to the Platform.

8. DISCLAIMERS

8.1 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." RIPPLEFFEKT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT.

8.2 Rippleffekt does not guarantee that the Platform will be uninterrupted, error-free, secure, or free of viruses or harmful components.

8.3 Data, analytics, reports, and outputs provided through the Platform are for informational purposes only and do not constitute financial, legal, investment, or real estate advice. You are solely responsible for your decisions based on Platform data.

9. LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIPPLEFFEKT'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 IN NO EVENT SHALL RIPPLEFFEKT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Rippleffekt, its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) any User Data you upload to the Platform.

11. REMEDIES FOR BREACH

You acknowledge and agree that any breach of Sections 4 (Confidentiality) or 5 (Restricted Activities) will cause immediate and irreparable harm to Rippleffekt. In addition to all other remedies available at law or in equity, Rippleffekt shall be entitled to:

(a) Immediate injunctive and equitable relief without the necessity of proving actual damages or posting a bond;
(b) Liquidated damages of $500,000 USD per breach or per instance of unauthorized disclosure, which the parties agree is a reasonable estimate of minimum damages;
(c) Recovery of all actual damages, consequential damages, lost profits, and full disgorgement of any gains realized from the breach;
(d) Recovery of all reasonable attorneys' fees, expert fees, court costs, and enforcement expenses;
(e) All remedies available under the Defend Trade Secrets Act (18 U.S.C. § 1836), the Computer Fraud and Abuse Act (18 U.S.C. § 1030), applicable state trade secret statutes, and any other applicable law. All remedies are cumulative.

12. TERMINATION

12.1 Either party may terminate the account with thirty (30) days' written notice. Rippleffekt may suspend or terminate your access immediately for cause, including breach of these Terms.

12.2 Upon termination: (a) your license to use the Platform ceases immediately; (b) you must cease all use and destroy all copies of Confidential Information in your possession; (c) Rippleffekt may retain User Data for thirty (30) days to allow retrieval, after which it may be permanently deleted.

12.3 Sections 4, 5, 6, 8, 9, 10, 11, 13, and 14 survive termination indefinitely.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 These Terms shall be governed by and construed in accordance with the laws of the State of Texas and applicable federal law (including the DTSA), without regard to conflict of laws principles.

13.2 Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas. You irrevocably consent to personal jurisdiction in such courts and waive any objection to venue or inconvenient forum.

13.3 You waive any right to participate in a class action, class arbitration, or any consolidated or representative proceeding against Rippleffekt.

14. GENERAL PROVISIONS

14.1 Entire Agreement. These Terms, together with the Privacy Policy and any executed NDA, constitute the entire agreement between you and Rippleffekt regarding the Platform.

14.2 Severability. If any provision is held unenforceable, it shall be reformed to the minimum extent necessary, and all remaining provisions shall remain in full force. The parties intend maximum enforcement in each jurisdiction.

14.3 No Waiver. Failure to enforce any provision shall not waive that or any other right.

14.4 Assignment. You may not assign these Terms. Rippleffekt may freely assign. These Terms bind successors and permitted assigns.

14.5 Force Majeure. Rippleffekt shall not be liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government actions, cyberattacks, or infrastructure failures.

14.6 Electronic Communications. You consent to receive all communications electronically. Electronic communications satisfy any legal writing requirements.

14.7 DTSA Whistleblower Notice. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any trade secret law for the disclosure of a trade secret made in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint filed under seal.

BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR ACCESSING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE, INCLUDING ALL CONFIDENTIALITY, NON-DISCLOSURE, NON-COMPETITION, AND RESTRICTED USE PROVISIONS CONTAINED HEREIN.