Last Updated On: July 25, 2025
Last Updated On: July 25, 2025
PLEASE NOTE: THESE TERMS AND CONDITIONS INCLUDE A CHOICE OF LAW AND JURISDICTION FOR DISPUTES AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS.
These Terms and Conditions (the "Terms"), along with your executed Content Provider Agreement, if applicable, including all schedules and exhibits attached thereto, and all guidelines, policies, and URLs referenced therein or published or otherwise communicated to you by RHEI, including our Privacy Policy (https://rhei.com/privacy-policy) and our Copyright Policy (https://rhei.com/copyright-policy) (collectively, "RHEI Policies"), govern your use of the MADE platform, and its generative AI services and functionalities, made available to you by RHEI Creations Corp. and its affiliates, on or through https://www.getmade.ai or any successor or replacement thereof (collectively, the "MADE Services").
RHEI Creations Corp. ("RHEI," "we" or "us") provides the MADE Services, and "you" and "your" refers to you as a user of the MADE Services.
BY USING THE MADE SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS, YOU MAY NOT ACCESS OR OTHERWISE USE THE MADE SERVICES.
All undefined capitalized terms in these Terms have the meanings given to them in your Content Provider Agreement, if applicable. All references to "Agreement" in the Content Provider Agreement, if applicable, shall include these Terms, and all references to "your Agreement" under these Terms shall include both these Terms and your Content Provider Agreement, if applicable. Any and all references to RHEI's services in the Content Provider Agreement, if applicable, shall include the services provided by RHEI under these Terms. No provision of these Terms will be construed against either Party by virtue of that Party having drafted and prepared these Terms. All headings are inserted for reference only. The term "including" is not limiting and means "including without limitation." The singular includes the plural and vice-versa unless the context otherwise requires.
Account Set Up. During the set-up process for your access to the MADE Services, you must identify a username and password for the creation of your account ("Account"). We reserve the right to refuse the registration of, or to cancel, usernames and passwords we deem inappropriate in our sole and absolute discretion.
Protecting Account Access. You agree to: keep all information of your Account(s) up to date, use reasonable means to protect the information, passwords and other login credentials of your Account(s), ensure your Account credentials are not shared or used by more than one individual without our authorization, and promptly notify us of any known or suspected unauthorized use of or access to your Account(s).
Account Responsibility. Without limiting any term or condition of your Agreement, you are responsible for: all uses of any Account that you have access to, whether or not you have authorized the particular use or user and regardless of your knowledge of such use, and the security surrounding your Account(s), including Account information, passwords, and files. We are not and shall not be responsible for any losses, damages, costs, expenses or claims of any kind that result from or are in connection with any stolen or lost passwords, or any misuse of your Account(s), including any non-compliance with these Terms.
Subject to your strict compliance with the terms and conditions of your Agreement and all applicable laws and regulations, RHEI grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use RHEI's MADE platform, and its generative AI services and functionalities, made available to you as part of the MADE Services. You may use the MADE Services only if you are at least 13 years of age (or such other minimum age at which you can provide consent to data processing under the laws of your territory), and not otherwise barred from using the MADE Services under applicable law. If you are over 13 years of age but under the age of majority in your respective jurisdiction, you hereby confirm that your parent or legal guardian has read these Terms, and accepts them on your behalf. Parents and legal guardians are responsible for the acts of their minor children when using the MADE Services, whether or not the parent or guardian has authorized such acts.
We may provide you with the MADE Services for free or on a trial basis or with "alpha", "beta", or other early-stage MADE Services, integrations, or features (collectively, the "Beta Services"), which are optional for you to use. We make no promises that future versions of Beta Services will be released or will be made available under the same commercial or other terms. Unless otherwise set out in your Agreement, we may terminate your right to use any Beta Services at any time in our sole discretion, without liability. You consent to provide feedback on your experience with the Beta Services to help us improve the MADE Services. We reserve the right to modify or terminate any Beta Service in our sole and absolute discretion. Any data or content shared during your use of the Beta Services will be handled in accordance with our Privacy Policy.
Billing and Payment Authorization. By accessing or using the MADE Services, you agree to pay all applicable fees ("Fees") as outlined in the pricing information provided through the MADE Services. All Fees are charged in US dollars (USD) unless otherwise specified. If you pay in a different currency, your payment provider may apply conversion rates or fees, for which you are solely responsible. You may pay Fees using accepted payment methods, such as major credit/debit cards or select digital payment platforms, as specified in the MADE Services. You agree to comply with the terms and conditions of such third-party payment providers, including those available on their respective websites. We do not accept cash, checks, or cryptocurrencies unless otherwise stated. Payment methods may vary by region. You authorize us and our third-party payment processors to charge the payment method you select for all Fees incurred in connection with your use of the MADE Services. You must provide and maintain accurate and complete billing information.
Subscription Fees. Subscriptions to the MADE Services are billed on a recurring basis, either monthly, annually, or otherwise as specified in your selected subscription plan. Subscriptions are tied to individual accounts and may not be shared unless explicitly permitted by your plan. You are solely responsible for all Fees incurred, regardless of who uses your Account. You acknowledge and agree that we may automatically charge your payment method at the beginning of each subscription period, and that your subscription will renew automatically at the end of each term unless you cancel it at least thirty (30) days prior to the renewal date. Any price changes for ongoing subscriptions will be communicated to you at least forty five (45) days in advance.
Plan Changes. If you upgrade or downgrade your subscription plan mid-cycle, we will prorate the Fees for the remaining billing period based on the new plan's pricing. Upgrades take effect immediately, while downgrades take effect at the start of the next billing cycle.
Service Credits and Usage Limits. If made available to you as part of the MADE Services, you may purchase service credits for use on the MADE Services. These credits can be applied toward payment for MADE Services, but are non-transferable, non-refundable, and subject to expiration as detailed in your account settings or these Terms. Service credits or usage limits may be subject to different terms and conditions depending on your subscription or use case.
Taxes, etc. Unless charged and collected separately, all fees and charges are inclusive of any taxes, duties, or other governmental or regulatory assessments. You are solely responsible for the payment of any such taxes, including but not limited to sales tax, VAT, or other transaction-based taxes, arising from your use of the MADE Services. If we are required to collect taxes on your behalf, the appropriate amount will either be charged to you as part of your Fees, such that your net Fees paid or payable shall be deemed to be reduced by the amount of the charges and such amount shall be deemed to remain outstanding until paid, or itemized separately in an invoice and payable by you in accordance with our standard payment terms.
Payment Failure and Suspension. If your payment method is declined or payment cannot be processed, you will receive a notification and will have a period of seven (7) days to resolve the payment issue. Failure to resolve payment issues within this period may result in the suspension or termination of your access to the MADE Services. You will remain responsible for any outstanding payments even if your access is suspended or terminated. Upon termination due to non-payment, your access to MADE Services will cease, and we may delete or restrict access to your account data after 30 days, subject to applicable law. You may export your data before termination, where permitted by your plan.
Refunds and Cancellations. Subscriptions to the MADE Services are non-refundable, except where required by law or as otherwise provided in these Terms (e.g., in certain jurisdictions, you may have additional rights under consumer protection laws, such as a 14-day cooling-off period for digital services in the EU). You may cancel your subscription at any time, but you will not be entitled to a refund for any portion of the prepaid Fees. Upon cancellation, you will retain access to the MADE Services for the duration of the billing cycle, and no further charges will be applied after the end of such period.
Pricing and Modifications. We reserve the right to change our pricing, fees, or payment terms at any time. If changes occur, you will be notified at least thirty (30) days before such changes take effect, and you will have the option to cancel your subscription before the new pricing is applied. Continued use of the MADE Services after the price change constitutes your acceptance of the new fees.
Billing Disputes. You have thirty (30) days from the date our Fees are charged to you to raise any billing dispute or to contest any charges. To do so, you must contact our support team at support@rhei.com with all relevant details. After this period, you waive any right to dispute the charges, and they will be considered final and payable. If any billing issues remain unresolved, we may suspend your access until the matter is resolved.
Chargebacks. If you dispute a charge with your payment provider (a "Chargeback"), you agree to cooperate with us to resolve the issue. Unauthorized or fraudulent Chargebacks may result in suspension or termination of your Account, and you will remain liable for any Fees incurred. We reserve the right to recover Chargeback-related costs, including administrative fees, from you.
Free Trials and Promotional Offers. If you have registered for a free trial or are using a promotional offer, or other Beta Service, any paid subscription charges will begin after the applicable trial or promotion period ends unless you cancel before the expiration date. Free trials and promotional offers are limited to one per user or Account and may not be combined with other offers unless specified. We reserve the right to reject or cancel promotional benefits for accounts suspected of abuse. Free trials and promotional offers may be subject to additional restrictions.
You may use the MADE Services to generate:
(each, "Output Content")
all of which is generated, produced, or created in response to your prompts and instructions to, or your interactions with, the MADE Services, which may include one or more elements of the content or materials uploaded by you to the MADE Services (collectively, "Input Content"; Output Content and Input Content are collectively referred to herein as, "Content").
You represent and warrant that you have all rights, licenses, and permissions needed to provide Input Content to the MADE Services and to have the Input Content be a part of the generation of Output Content.
You will not, directly or indirectly:
Ownership of RHEI IP. As between you and RHEI, RHEI owns all right, title and interest in and to the RHEI IP (as defined below). No rights are granted to you (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth in these Terms. The "RHEI IP" means the MADE Services, associated documentation, RHEI's content, Usage Data (as defined in Section 8(c) below), all improvements, modifications, or derivative works to or of, the foregoing (regardless of authorship), and all intellectual property rights in and to any of the foregoing.
Ownership of Content. As between you and RHEI, to the extent permitted by applicable law and subject to Section 8(a) of these Terms: (i) you own all Input Content provided by you and Output Content generated by your use of the MADE Services, including through the input of your Input Content; and (ii) subject to your strict compliance with the terms and conditions of your Agreement and all applicable laws and regulations, we assign to you all of our rights, title and interest, if any, in and to such Output Content; provided, however, due to the nature of the MADE Services and artificial intelligence generally, Output Content may not be unique and other users may receive similar output content from the MADE Services ("Other Users' Output Content"), as well as an assignment of all of our rights, title and interest, if any, in and to such output content, and as such, you acknowledge and agree that our assignment above does not extend to Other Users' Output Content or any Subprocessor Output (as defined in Section 10 below), and you hereby waive any and all rights you may now or hereafter have to claim any right, title, or interest over any Other Users' Output Content or Subprocessor Output. You may not use, sell or share Output Content to develop or have developed AI or machine learning models that compete with RHEI. Except as expressly permitted herein, RHEI does not claim any ownership rights in any Input Content or Output Content.
Our use of Content. You hereby grant RHEI a non-exclusive, worldwide, irrevocable, perpetual, transferable, sublicensable, royalty-free right and license to use, sublicense to affiliates, contractors and consultants, reproduce, publicly display, publicly perform, modify, and create derivative works based upon, Content for the purposes of: (i) hosting, operating, improving and providing the MADE Services and RHEI's other products, services and technologies, including for: (A) the development, training, operation, and use of machine learning and artificial intelligence activities and technologies, (B) building, training, testing, and tuning models; (C) providing prompts, context, and other inputs when generating outputs (e.g., in connection with retrieval augmented generation, grounding, summarization, and similar techniques); (D) and evaluating model performance and data and output quality; (ii) creating or developing Usage Data (as defined in this Section 8(c) below); and (iii) enforcing the RHEI Policies and complying with applicable law. For clarity, the removal right with respect to Input Content in Section 8(g) of these Terms does not impact anything that we have done with such Input Content prior to such removal. "Usage Data" means data or insights in deidentified form developed from (i) any Content; or (ii) your use of the MADE Services. For clarity, the data we receive directly from third parties, such as from our service providers, is not Usage Data.
Your Responsibility for Content. You are solely responsible for all your Content, including securing all rights, permissions, clearances, and licenses required to lawfully grant the rights to us as contemplated by these Terms, and for the payment of any fees or amounts owed to third-party rights holders in connection with such Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in the Content under these Terms. You further represent and warrant that neither the Content, nor your use and provision of the Content to be made available through the MADE Services, nor any use of the Content by RHEI on or through the MADE Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Your Responsibility for Input Content. You represent and warrant that your Input Content: (i) does not and will not contain, and will not introduce, any viruses, malware, ransomware, spyware, worms, Trojan horses, corrupted files, or other code, scripts or components intended to disrupt, disable, damage, or limit the functionality of any software, hardware, or telecommunications equipment, including the MADE Services and any of RHEI's other technologies and systems, and (ii) does not include any material (A) that is restricted by license or law from being used in the training, testing, or deployment of artificial intelligence models, or (B) that you know or have reason to know was derived from sources that prohibit such use (including, without limitation, proprietary or model-restricted datasets). You further represent and warrant that RHEI's use of your Input Content in connection with the MADE Services will not violate any such restrictions.
Your Responsibility for Output Content. Without limiting any of your covenants under these Terms, you acknowledge and agree that, notwithstanding that the laws and regulations relating to the use of artificial intelligence and generative AI are in development and remain unsettled, you will wholly and strictly comply with all such laws and regulations, including any and all requirements to disclaim or disclose the use of AI in Output Content ("AI Disclosure Rules"). Notwithstanding any provision to the contrary under these Terms, you are solely responsible for complying with any and all AI Disclosure Rules.
Removal of Content. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Content. For example, RHEI may have obtained a license to some of the Content (e.g., via your Content Provider Agreement or a third party) ("Licensed Content"), and your removal or requested deletion of such Content does not obligate RHEI to remove or cease its use of such Licensed Content.
Feedback. From time to time, you may provide RHEI with suggestions, comments, feedback or the like regarding the MADE Services (collectively, "Feedback"). You hereby grant RHEI a perpetual, irrevocable, transferable, sublicensable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with RHEI's business purposes, including the testing, development, maintenance and improvement of the MADE Services.
Use Disclaimer. When you use the MADE Services, you understand and agree that:
In the event that you would like to report content on a service provided by us, as an internet service provider, that you believe infringes on copyrighted works that you own and/or control and to provide us with information to allow us to investigate your complaint, please follow the procedure set out in our Copyright Policy (https://rhei.com/copyright-policy).
The MADE Services may integrate with the software, services, or other products ("Subprocessor Services"), including API(s), of third-party service providers ("Subprocessors"), as well as include output from such Subprocessors Services ("Subprocessor Output"). You may obtain a current list of our Subprocessors, including their names and the nature of services provided, by contacting us at privacy@made.com. Any Subprocessor Services used in connection with the MADE Services are subject to their own terms ("Suprocessor Terms"), and RHEI is not responsible for them, or for any other third party products or services. By using the MADE Services, you acknowledge and agree to comply with and be bound by such Subprocessor Terms as applicable.
You may cancel your Account at any time by sending us an email at madesupport@rhei.com. We may suspend or terminate your access to and use of the MADE Services, including suspending access to or terminating your Account, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the MADE Services or your Account, the following Sections will survive: 1 (Definitions and Interpretation), 5 (Payments, Fees and Subscriptions, but only with respect to payments outstanding at the time of termination, discontinuation or cancellation), 8 (Ownership and Use), 11 (Termination / Cancellation), 12c. (Disclaimer), 12d. (Similarity, Accuracy and Appropriateness of Output Content), 13 (Indemnification), 14 (Limitation of Liability), 15 (Confidentiality), 16 (Privacy), 17 (Terms of Your Content Provider Agreement (if applicable), 18 (Changes to these Terms) and 19 (General).
Content. You represent and warrant that your use of the MADE Services, the Input Content, including RHEI's permitted use thereof under these Terms, and the Output Content, including your and RHEI's permitted use thereof under these Terms: (i) will not violate any applicable laws or regulations, including any AI Disclosure Rules, infringe, misappropriate or violate any intellectual property rights, privacy rights, rights of publicity or other rights of any third party or cause a violation of confidentiality or breach of any agreement or obligations between you and any third party; and (ii) will comply with the applicable terms of use, community guidelines, and policies of all platforms on which such content appears, as well as the RHEI Policies, and all applicable laws and regulations. You further represent and warrant that you have: (A) the right, power, and authority to enter into and perform your obligations under these Terms; and (B) with respect to your Content, the lawful right to grant the rights and licenses to RHEI under these Terms, including obtaining all necessary third-party consents and permissions in connection with your Content, including those necessary for any biometric data and all other personal identifiable information or personal data, for all purposes and rights granted and authorized under these Terms. Each of the above representations and warranties shall be deemed to be continuing throughout the term of the Agreement and shall apply to all Content, and any act or omission by you under or in relation to the Agreement.
Relationship with RHEI. RHEI acts solely as a technology platform to provide you with the MADE Services. General advice and other content relayed through the MADE Services is provided for informational and educational purposes only and is not intended to replace or substitute any financial, legal, or other specific professional advice. Always seek the advice of a qualified adviser or professional with any questions you may have regarding any information provided by RHEI.
Disclaimer. THE MADE SERVICES (INCLUDING THE BETA SERVICES) AND OTHER RHEI IP AND THE OUTPUT CONTENT ARE PROVIDED ON AN "AS IS" BASIS, AND RHEI MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU OR TO ANY OTHER PARTY REGARDING THE MADE SERVICES, ANY OTHER RHEI IP, THE OUTPUT CONTENT, OR ANY OTHER SERVICES OR MATERIALS PROVIDED TO YOU UNDER THESE TERMS. WITHOUT LIMITING THE FOREGOING, RHEI MAKES NO WARRANTY THAT THE MADE SERVICES (INCLUDING THOSE OF ANY OF RHEI'S AFFILIATES, LICENSORS, OR SERVICE PROVIDERS) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY OUTPUT CONTENT, RESULTS, OR INFORMATION OBTAINED THROUGH USE OF THE MADE SERVICES WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUT CONTENT FROM THE MADE SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON SUCH OUTPUT CONTENT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, FOR COMPLETENESS, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR SERVICES.
Similarity, Accuracy and Appropriateness of Output Content. Due to the nature of machine learning, Output Content may not be unique and the MADE Services may generate the same or similar output for RHEI or a third party. RHEI's assignment of Output Content to you in these Terms does not extend to other RHEI users' Output Content. FURTHERMORE, GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE MADE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT CONTENT THAT IS HALLUCINATIVE, INACCURATE, INCORRECT, OFFENSIVE, MISLEADING, DECEPTIVE, ILLEGAL, SANCTIONED, UNSANCTIONED, OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT CONTENT IS DEPENDENT UPON AND MAY BE COMMENSURATE WITH THAT OF (OR WORSE THAN) THE INPUT CONTENT PROVIDED NOTWITHSTANDING AND YOUR STRICT COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANY PROVISION IN THESE TERMS, RHEI WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT CONTENT, OUTPUT CONTENT, OR THEIR USE, INCLUDING DAMAGE TO YOUR PERSON OR BUSINESS. You will review and evaluate the content, nature and accuracy of any Output Content as appropriate for the applicable use case, including by using human review of the Output Content.
You hereby agree to defend, indemnify, release and hold harmless the RHEI Parties from and against any and all causes of action, claims, costs, damages, demands, expenses, judgments, liabilities and losses, including reasonable outside attorneys' fees and costs, arising out of, resulting from, or in relation to: (a) any Input Content or Output Content, or their use by RHEI in accordance with these Terms, including allegations that such Input Content, Output Content or use infringes, misappropriates, or violates a third-party's intellectual property rights, or rights of publicity or privacy, or results in the violation of any applicable law or regulation; or (b) your use of the MADE Services or associated documentation in violation of these Terms. RHEI reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of RHEI. To the extent you obtain insurance relating to the subject matters of these Terms, you shall name RHEI as an additional insured (except where the applicable insurance policy contains or can be subject to an insured v. insured exclusion), and shall ensure that such insurance provides coverage for claims arising out of or relating to your actions or Input Content or Output Content. You further agree not to assert any claim against the RHEI Parties that would give rise to a dispute between insureds under any such policy.
THE RHEI PARTIES ASSUME NO RESPONSIBILITY FOR: (I) ANY INPUT CONTENT OR OUTPUT CONTENT, (II) THE LOSS OF ANY INFORMATION OR DATA, OR (III) DOWNTIME OF THE MADE SERVICES OR ANY PRODUCT OR SERVICE DELIVERED UNDER THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE RHEI PARTIES OR ANY OF ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE MADE SERVICES (INCLUDING THE BETA SERVICES) BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND (IN EACH CASE WITH RESPECT TO ANY OF THE FOREGOING, WHETHER DEEMED TO CONSTITUTE A DIRECT LOSS), OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY LOSS, DAMAGE, OR EXPENSE OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO ANY INPUT CONTENT OR OUTPUT CONTENT, OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RHEI OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RHEI'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE MADE SERVICES (INCLUDING THE BETA SERVICES) EXCEED THE LESSER OF THE AMOUNTS YOU HAVE PAID US PURSUANT TO THESE TERMS, OR THE AMOUNTS RHEI HAS RETAINED UNDER YOUR CONTENT PROVIDER AGREEMENT, WHICHEVER IS APPLICABLE, DURING THE THREE (3) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO RHEI IN CONNECTION WITH THESE TERMS, AS APPLICABLE. ANY CLAIM THAT MAY BE MADE BY YOU AGAINST A RHEI PARTY MUST BE COMMENCED WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION FIRST ACCRUED OR IT WILL BE DEEMED TIME-BARRED AND WAIVED. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RHEI AND YOU.
You will not disclose the terms of this Agreement, the particulars of the business relationship hereunder, any feedback you may provide to RHEI about the MADE Service or any other service provided by RHEI, nor any proprietary, sensitive, or other confidential information of RHEI ("Confidential Information") to any third party except: (a) as may be required by any court of competent jurisdiction, governmental agency, law or regulation (in such event, you shall notify RHEI before such disclosure so as to give RHEI an opportunity to apply for a confidentiality order or similar remedy); (b) to your accountants, auditors, employees, legal counsel, insurers and insurance brokers, and employees of partners, parent and subsidiary companies, provided that: (i) such persons have executed a written agreement substantially as protective of Confidential Information as this Agreement prior to any such disclosure, (ii) such persons need to know such Confidential Information in order for you to perform under this Agreement and are only provided with such portion(s) of Confidential Information necessary for such purposes, and (iii) you will be responsible to RHEI for any unauthorized disclosure of Confidential Information by any such persons; (c) information which has entered the public domain through no fault of you or any persons to whom you have provided Confidential Information as permitted hereunder; and (d) with the prior written consent of RHEI. You shall not use any Confidential Information except as necessary for the express purpose of carrying out your obligations under this Agreement. For the avoidance of doubt, your professional advisers may not use the Confidential Information in future negotiations with RHEI on behalf of third-party clients.
In connection with your use of the MADE Services in accordance with these Terms, you may share personal identifiable information ("PII") with RHEI. RHEI shall collect, use, disclose, store, and otherwise process all such PII in accordance with applicable data protection and privacy laws and RHEI's Privacy Policy.
In the event that you are party to an executed Content Provider Agreement with RHEI, unless otherwise specified in these Terms, all terms and conditions contained within the Content Provider Agreement (which, for clarity, include your Content Provider Agreement's Cover Sheet and the Terms and Conditions) will remain unchanged and continue in full force and effect, and shall apply to these Terms. In the event of a substantive conflict between the terms and conditions of these Terms and the terms and conditions of your Content Provider Agreement (e.g., the terms and conditions of both these Terms and your Content Provider Agreement apply to the same subject matter, but in conflicting ways) the terms and conditions of these Terms shall prevail; provided, however, where the terms and conditions of these Terms and your Content Provider Agreement relate to a similar subject matter, or even the same subject matter, but do not substantively conflict each other, such terms and conditions of these Terms and of your Content Provider Agreement shall both continue in full force in and effect, and be collectively read, interpreted, and deemed as being complimentary to each other under the Agreement.
From time to time, RHEI may change these Terms. If we change these Terms, we will give you notice by posting the revised Terms or otherwise communicate the changes to you. Those changes will go into effect on the Last Updated date shown in the revised Terms. By continuing to use the MADE Services, you are agreeing to the revised Terms. Because the MADE Services are evolving over time, RHEI may change or discontinue all or any part of the MADE Services, at any time and without notice, at RHEI's sole discretion.
Interpretation. No provision of these Terms will be construed against RHEI by virtue of RHEI having drafted and prepared these Terms. All headings are inserted for reference only. The term "including" is not limiting and means "including without limitation." The singular includes the plural and vice-versa unless the context otherwise requires.
Independent Contractor. You will be an independent contractor and not an employee or agent of RHEI.
Venue and Choice of Law. These Terms shall be governed by the laws of the Province of British Columbia, Canada, and by the applicable federal laws of Canada, without regard to their conflict of laws principles. You attorn to the non-exclusive jurisdiction of the courts of the Province of British Columbia, Canada.
Severability. If any provision of these Terms is held to be unlawful or otherwise unenforceable, such provision shall be deemed severable from these Terms to the extent necessary and will not affect the validity and enforceability of the remaining provisions of these Terms, which shall remain in full force and effect.
Equitable Remedies. You acknowledge that RHEI is relying on the representations, warranties and covenants contained in these Terms and a breach by you may cause RHEI irrevocable injury and damage that may not be adequately compensated by damages in an action at law. You therefore expressly agree that, without limiting RHEI's remedies, RHEI shall be entitled to seek injunctive and/or other equitable relief. You agree that in seeking such injunctive and/or equitable relief, RHEI shall not have to post a bond or any security in connection with any application, order, or relief.
Dispute Resolution. To the maximum extent permitted by law, except for RHEI's equitable rights as set forth in these Terms, you hereby agree to submit any disputes or controversies arising from, relating to or in connection with these Terms to binding arbitration in Vancouver, British Columbia, in accordance with the rules of the International Commercial Arbitration Act that are in effect at the time of the dispute or controversy and only for actual monetary damages, if any. You agree that an arbitration award resulting from any such arbitration shall be binding and conclusive upon you. In the event of any dispute, you shall not be entitled to, and do hereby waive all right to, any equitable relief whatsoever, including the right to rescind these Terms or any rights granted hereunder or to enjoin, restrain or interfere in any manner with the marketing, advertisement, distribution or exploitation of Content.
WAIVER OF JURY TRIAL AND CLASS ACTION. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST RHEI ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Third Party Beneficiary. All Affiliates, contractors, consultants, licensees and sub-licensees of RHEI are third party beneficiaries of all representations, warranties, indemnities, licenses and all other obligations, rights, restrictions, and limitations granted, given or undertaken by, or applicable to you in these Terms, and of all dispute resolution, governing law and other provisions in these Terms that such Affiliates, contractors, consultants, licensees and sub-licensees may elect to enforce.
Notices. All notices and other communications under these Terms will be in writing and sent: (i) if to RHEI, by email to notices@rhei.com, or to any other RHEI email address subsequently sent to you by RHEI in a notice; and (ii) if to you, by email to the email identified under your account ("Authorized Email"), or to any other email address subsequently identified by you as being an authorized email address. By using the MADE Services, you specifically consent to RHEI sending commercial electronic messages to your Authorized Email. For clarity, you agree that your Authorized Email is the only email address you and RHEI shall use to conduct business in connection with your use of the MADE Services.
Force Majeure. RHEI shall not be held liable or responsible to you nor be deemed to have defaulted under or breached these Terms for failure or delay in fulfilling or performing any obligation under these Terms when such failure or delay is caused by or results from causes beyond the reasonable control of RHEI (a "Force Majeure Event"), provided, however, that RHEI shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. RHEI shall provide you with prompt written notice of any delay or failure to perform that occurs by reason of a Force Majeure Event. You and RHEI shall mutually seek a resolution of the delay or the failure to perform as noted above.
Assignment. You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with the MADE Services.
Electronic Communications. By using the MADE Services, you agree that we can communicate and contract with you electronically, including communication and contracting conducted through the MADE Services, or via e-mail or other electronic communication. This includes sending notices, reports, agreements, and other information and documents. By clicking on buttons labeled "SUBMIT," "I CONSENT", "CONTINUE," "I AGREE," or similar links or buttons, you are providing a legally binding electronic signature and entering into a legally binding contract.
Entire agreement. These Terms contain the entire agreement between you and RHEI regarding the MADE Services and, other than any MADE Service-specific terms and except as described hereunder, supersedes any prior or contemporaneous agreements between you and RHEI.
The parties have requested that these Terms and Conditions and all documents contemplated hereby be drawn up in English. Les parties aux présentes ont exigé que cette entente et tous autres documents envisagés par les présentes soient rédigés en anglais.
In order to resolve a complaint regarding the MADE Services or to receive further information regarding use of the MADE Services, please contact us at: support@rhei.com.