TERMS OF SERVICE

Please carefully read this agreement. By accessing or using our websites, applications or services, you agree that you have read and unreservedly agree to be bound by the terms and conditions of this agreement.

If you do not agree to these terms of service, or you do not meet the qualifications included in this agreement, Ronati, Inc. is then unwilling to provide you with access to or use of our websites, applications or services, and you must not access or use them.

Introduction

THESE TERMS OF SERVICE (the “Agreement” or “Terms”) set forth the terms under which Ronati, Inc., a Delaware corporation (together with its successors, affiliates and assignees: “Ronati”, the “Company”, “we” or “us”) will provide services to you (the “Customer” or “you”) including access to our websites and mobile applications (collectively, the “Site”) and the use of our applications and technology platforms, including but not limited to web hosted services for the tracking and promotion/purchase/sale of items, as well as various software, support services, and/or other services (collectively, “Services”). You and Ronati may each also be referred to as a “Party” and together as the “Parties.” Any individual accessing our Services through your account will be referred to as a “User.”

Your compliance with these Terms is a condition to your use of our Site and Services. If you do not agree to be bound by the Terms, promptly exit the Site and Services.

Please consult our Privacy, Cookie and GDPR Policy, which can be found here Privacy Policy for a description of our privacy practices and policies incorporated into this Agreement by reference.

The Terms, as amended from time to time, constitute the entire agreement between Ronati and you pertaining to the subject matter hereof.

RONATI IS WILLING TO GRANT ACCESS TO YOU AS THE INDIVIDUAL, COMPANY OR LEGAL ENTITY THAT WILL BE USING OUR SITE OR SERVICES ON THE CONDITION THAT YOU ACCEPT ALL TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THIS AGREEMENT AND ACKNOWLEDGE THAT YOUR ORGANIZATION WILL BE RESPONSIBLE FOR ENSURING THAT EACH OF ITS USERS COMPLIES WITH THE TERMS.

Ronati offers various Services (via web-hosted or mobile applications) that, among other things, facilitate the tracking, search, marketing and/or sale of unique items, including Inventory management and eCommerce solutions such as a suite of software-as-a-service (“SaaS”) inventory management platforms (“Ronati “Studio”) that is designed for “one-of-a-kind” items, that gives Customers the ability (among other things) to:

• Manage inventory and related information (the “Inventory Manager”).

• Publish items for sale to one or more third-party marketplaces (the “eCommerce Manager” or “eCM”) The action of publishing to third-party marketplaces is referred to as “Syndication”, which results in published “Listings”. (Listings also may refer to items published to Ronati-affiliated applications or websites).

• Publish items for sale to Ronati-affiliated applications or websites.

Ronati’s Services include applications to promote items and facilitate the exchange of information about items of interest to Customers; to allow Customers to search Listings; to link items of interest to Listings or potential sources where they might be purchased; and to complete purchase/sale transactions for the items sourced. For example, we have a Service platform called “Curate” whereby partners (“curators”) promote, on their own websites and social media, items that might be available for purchase on our Curate platform.

Disputes about the Terms, or about our Services and Site, are subject to binding arbitration and a waiver of class action rights (detailed in Section 16, below).

1. Accepting the Terms

1.1 Your Acceptance. You acknowledge and agree that you have read, understand and agree to be bound by the Terms as well as our Privacy Policy (please take a moment to review https://ronati.com/ronati-privacy-cookie-and-gdpr-policy) by accessing or using our Site or Services, by clicking or tapping on a button indicating your acceptance, or by executing or making payment based on an ordering document that references the Terms.

1.2 Digital Signature. By registering for an account to use our Services or Site, or by clicking to accept the Terms when prompted, you are deemed to have executed this Agreement electronically as of the date of your registration, pursuant to the US Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and any amendments hereto.

1.3 Electronic Records. In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing: you give us permission to provide any such items electronically instead of in paper form.

1.4 Restrictions. You may not use our Services and may not accept the Terms if you are barred from receiving our Services under the laws of the United States or other countries, including the country in which you are a resident or from which you use our Services. If you represent an organization, you will ensure that: (a) your Users do not use our Services in violation of any export restriction or embargo by the United States; and (b) you do not provide access to our Services to persons or entities on any restricted lists.

You must also be at least 18 years old to create a Ronati account or use our Services.

1.5 Binding Agreement. Regardless of what type of account you have, or if you are simply a Visitor, the Terms create a legally binding agreement between you and Ronati and explain the rules governing use of our Services and Site.

1.6 Modification. We expressly reserve the right to change the Terms from time to time. You acknowledge and agree that it is your responsibility to from time to time review the Terms, as posted on our Site or included with our Services, and to familiarize yourself with any modifications. Your continued use of our Site or Services after such modifications will constitute acknowledgement of the modified Terms, your acceptance thereof, and your agreement to abide by and be bound by them. If you have a paid account, the new Terms will apply upon your acceptance at the earlier of (a) your next login or (b) renewal. Certain provisions of the Terms may be superseded by expressly designated legal notices or terms located on particular pages within our Site or in documentation connected to our Services.

1.7 RONATI SPECIFICALLY OBJECTS TO ANY ADDITIONAL TERMS BEING ADDED THROUGH A CUSTOMER PROVIDED PURCHASE ORDER OR SIMILAR DOCUMENT, AND THAT THE TERMS OF THIS AGREEMENT WILL SUPERSEDE ANY TERMS CONTAINED THEREIN.

2. Your Relationship with Ronati

2.1 Types of Account. Ronati has the following types of Customers and accounts:

1. Free. These accounts can access and use a free version of some of our Services (such as the “inventory Manager”), typically (a) to explore information about items for potential purchase/sale, or (b) for purposes of evaluation of Subscription Services during a Free Trial Period. (The “Free Trial Period” is the period that begins with the creation of a new Services account and ends upon conversion to a Subscriber Account or upon notification of termination by Ronati.)

2. Subscribers. These accounts can access certain of our Services (such as the “eCommerce Manager”) as part of a paid subscription plan. Services available to Subscribers are “Subscription Services”, with different pricing levels, features and functionality based on the account type selected. Ronati may update any aspect of Subscription Services in its sole discretion. Ronati does not represent or warrant that a particular subscription plan will be offered indefinitely and reserves the right to change or alter the features and options, including number of marketplaces, users, syndication volumes, inventory volumes or storage space, etc. in a particular subscription plan without prior notice.

3. Buyers/Sellers. These accounts (for Services like “Acquire”) allow users to search for items to purchase as part of a paid subscription plan, offer items for sale, receive or provide information about the items, and complete a transaction, for which Ronati and/or others (e.g., our Partners) may receive sourcing, referral or transaction fees, either included in the price, or added on as a mark-up. Note: Subscription fees do not apply to the Acquire program.

4. Partners. These accounts allow users to connect their ecosystems (e.g., their members, customers, visitors, etc.) to our Site and Services.

5. Visitors. Ronati also has “Visitors,” those who simply visit our Site without an account.

2.2 Relationship of the Parties. The relationship of the parties will be that of independent contractors. Neither of the parties will have, and will not represent that it has, any power to bind the other or to create any obligation on behalf of the other. Nothing stated in this Agreement shall be construed as constituting or as creating the relationships of employer/employee, fiduciary, principal/agent, partnership, joint venture or representative of the other.

2.3 Limitations. While this Agreement has sections that apply to all Users of Ronati Services, such as Section 5 (Ronati Intellectual Property) and Section 6 (Customer Data and User-Generated Content) among others, not all Terms apply to all Users. For example, Section 4 (Buyers/Sellers: Terms of Purchase/Sale) only applies to Buyers/Sellers (for Services like “Acquire”); whereas Section 8 (Subscription Services: Using the eCM Syndication to Marketplaces Feature; Additional Services; Limitations) only applies to Subscribers (for Services like the “eCommerce Manager”) and does not apply to Buyers/Sellers (for Services like “Acquire”).

3. Accessing our Services

3.1 Registration. In order to register for and access certain of our Services, you will be required to provide registration information. You agree that any information given to Ronati (e.g., contact information, email address) will be accurate and kept current. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if Ronati has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, Ronati has the right to block your current or future use of our Site (or any portion thereof) and/or terminate this Agreement with you.

3.2 Restricted Access. You agree to use only your own User ID and password when accessing areas of our Site and Services that are protected by User ID and password. You agree to protect the confidentiality of your User ID and password, and to not share or disclose your User ID or password to any third party. You agree that you are fully responsible for all activity occurring under your User ID, and that your access to our Site may be revoked by Ronati at any time with or without cause. You agree to defend, indemnify and hold Ronati harmless from and against all third-party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by Ronati arising out of your breach of the Terms or violation of applicable law in regard to your use of our Site or Services, or access by anyone accessing our Site or Services using your User ID and password. In the event of any breach of security or unauthorized access to or use of our Services, you will promptly notify Ronati at customersupport@ronati.com.

3.3 Restricted Use; not Transfer. You may access and use our Services solely in connection with your personal use or internal business operations, and subject to the Terms. You may not assign or grant a sub-license of your rights to use our Services, grant a security interest in or over your rights to use our Services, or otherwise transfer any part of your rights to use our Services.

3.4 Security. You are prohibited from violating or attempting to violate the security of our Site and Services, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using our Site or any portion thereof without authorization, in violation of the Terms or in violation of applicable law. Violations of system or network security may result in civil or criminal liability. Ronati will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of our Site or any activity being conducted on our Site.

3.5 Your Environment, Users and Data. Ronati does not provide equipment, internet access, etc. You will need to obtain, maintain, and support your own internet access, equipment, and ancillary services in order to access our Services. You are responsible for (a) access to and use of our Services by the Users on your account and each User’s compliance with the Terms; (b) the secure transmission of your Customer Data to the Service, (b) the legality, reliability, integrity, accuracy and quality of all Customer Data, any conclusions drawn or actions taken therefrom, and the means by which you or the Users acquired the Content so that Ronati and its service providers may lawfully use, process, and transfer the Customer Data in accordance with the Terms; and (d) if desired, backing-up your Customer Data outside of our Services.

3.6 Messaging. As part of the Services, you may receive communications through the Services, including messages that Ronati sends you (for example, via email or SMS). When signing up for the Services, you may receive a welcome message and instructions on how to stop receiving messages (if not, you can contact us at customersupport@ronati.com). By signing up for the Services and providing us with your wireless number, you confirm that you want Ronati to send you information that we think may be of interest to you, and you agree to receive communications from Ronati, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Ronati.

3.7 User Restrictions. You will not and you will ensure that each User does not:

1. license, sublicense, sell, resell, rent, lease, transfer, distribute, provide access, or otherwise commercially exploit, or make our Services available to any third party;

2. copy, modify, translate, adapt, merge, or create derivative works of our Services or disassemble, decompile, reverse engineer or otherwise extract the source code of, or reduce to human-perceivable form, any part of them unless the foregoing restrictions are expressly prohibited by applicable law;

3. use or access our Services in any way (i) for competitive purposes or (ii) other than in compliance with all applicable laws and regulations (including export control laws and restrictions);

4. remove or modify any proprietary markings or restrictive legends in our Services;

5. infringe or misappropriate any right of Ronati;

6. attempt to gain unauthorized access to our Services or any portion thereof;

7. introduce into our Services viruses, malware, Trojan horses, worms, spyware or other destructive code, or otherwise engage in any malicious act or disrupt the security, integrity or operation of our Services;

8. access or attempt to access our Services by any means other than Ronati’s publicly supported interfaces, including through any automated means (i.e., use of scripts or web crawlers);

9. probe, scan, or test the vulnerability of any Ronati system or network; or

10. access, store, create, share, display, publish or transmit any material that is unlawful or related to illegal activity, threatening, deceptive, defamatory, discriminatory, obscene, libelous, an invasive of another’s privacy or rights, or infringes the intellectual property rights of a third party through our Services.

3.8 No Warranty for Free Access. If you receive access to any of our Services or Site free of charge, they are made available “AS-IS” without any representations, warranties, support, maintenance or other obligation of any kind. Ronati may terminate your access to, or use of, our free Services or Site at any time.

3.9 Updates. Ronati may make new features of our Services available to your account or certain Users. Updates are published on a when and if-available basis. Ronati makes no commitment to publish updates or new features to our Site or Services.

3.10 Test Versions. If you are using a “Beta Product” (or similar test versions of our Services), this refers to software testing in which a sampling of the intended audience may be provided access to a product prior to its general release; in return, the Customer provides feedback to Ronati about the Beta Product. Use of Beta Products by a Customer is optional and at the election of the User. Ronati may offer Beta Products at no charge. Beta Products are not considered “Services” and do not come with Support. Beta Products may be subject to additional terms. Ronati reserves the right to discontinue a Beta Product at any time. Use of a Beta Product will automatically terminate at such time as Ronati makes such product generally available. Beta Products may be unpredictable and lead to erroneous results. Customer acknowledges and agrees that: (a) Beta Products are experimental and have not been fully tested; (b) Beta Products may not meet Customer’s requirements; (c) the use or operation of any Beta Products may not be uninterrupted or error free; (d) Customer’s use of any Beta Products is for purposes of evaluating and testing the Beta Products and for providing feedback to Ronati; (e) Customer will inform its employees, staff members, and other Users regarding the nature of Beta Products; and (f) Customer will hold all information relating to Beta Products and Customer’s use of Beta Products, including any performance measurements and other data relating to Beta Products, in strict confidence and will not disclose such information to any unauthorized third parties. Customer will promptly report any errors, defects, or other deficiencies in any Beta Products to Ronati. Customer hereby waives any and all claims, now known or later discovered, that Customer may have against Ronati and Ronati’s suppliers and licensors arising out of Customer’s use of Beta Products.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ALL BETA PRODUCTS ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND.

4. Buyers/Sellers: Terms of Purchase/Sale.

(a) We provide tools and platforms for the marketing and sale of one-of-a-kind items, such as furnishings, antiques, and other goods. This Section relates specifically to our “to the trade” sourcing programs (“Acquire” and “Dealer Sourcing Network“), or partner-curated flash sale program (“Curate”), and to similar purchase/sale Services that we may provide to connect and serve buyers/sellers (collectively, the “Sales Programs“)

(b) We sell the items (“Items”) that various dealers (as “Seller” or “Consignor”) have agreed to offer through us (collectively, the “Property”) through the Sales Programs on a consignment basis (“Consignment”). Unlike a typical Consignment arrangement, We, Ronati (as “Consignee”), will usually not take physical possession of the Property; instead, we will market it (offer it for sale) while it remains in a Seller’s store, warehouse, etc. The Seller, not Ronati, will still own the Property up until the point it has been transferred to a Buyer.

Item Images and Data: Ronati will submit and/or expose Item images and/or information provided by Seller for the purpose of inspiring, expediting and/or facilitating a sale. Once a Seller’s Item data is in Ronati, we can submit items to Buyers that match the Buyers’ requirements automatically.

Sellers may import their Item data into Ronati by direct data entry (one-by-one, by uploading spreadsheets and image files), by using Ronati services such as Inventory Manager that allow users to store, maintain and interconnect Item information and/or by Ronati importing dealers’ digitized images and data listed on dealers’ websites or third-party marketplaces.

Interior Designers or other vetted Buyers may access Ronati’ s Inspiration Gallery, where they can search through vetted Sellers’ images. When a Buyer selects an item for potential purchase, the Seller is alerted to the Buyer’s interest in acquisition. The image will be an evergreen inspiration image from which Buyers can create an Item request for the exact item or similar, even after the item has sold. If a Seller opts to leave Acquire, the Seller can request to opt out of their images being displayed in the Inspiration Gallery.

(c) All Items will be sold “As-Is”, “With All Faults”. This does not affect the statutory rights of consumers that may apply depending on the jurisdiction in which the consumer is located. You understand that Ronati will not be liable for any errors that Sellers make providing details regarding the Item, price or terms of sale.

(d) Ronati relies upon a community of independent Sellers that supply the Items offered and sold through the Services. Before purchasing Items from any Seller, Buyers are responsible for making their own determinations that the Items are suitable. Ronati is only responsible for connecting Sellers and Buyers and can’t and won’t be responsible for making sure that Seller’s Items are up to a certain standard of quality. See section 4. (f) below regarding Seller’s responsibility. Ronati similarly can’t and won’t be responsible for ensuring that information (including credentials) a Buyer or Seller provides about himself or herself or about the Items being offered is accurate or up-to-date. We don’t control the actions of any Buyer or Seller, and Sellers are not Ronati employees. Certain transactions may display “estimated value” or “normal retail price” etc. for an Item being offered, but we are not evaluation experts and rely on data from Sellers or publicly available data. Thus, we strongly recommend that Buyers do their own research to determine the value of an item. We do our best to provide accurate Item information, but we cannot guarantee that the information is 100% accurate and likewise cannot guarantee the authenticity of any Item.

You hereby acknowledge that Ronati does not supervise, direct, control or monitor the Seller’s Items and expressly disclaims any responsibility and liability for the Seller’s Items, including but not limited to any warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code.

(e) Sellers represent and warrant that they are: (i) are the sole owner of the Item being offered for sale, or have been duly authorized by the owner to sell the Item; and (ii) will convey good and marketable title of such Item to the Buyer following payment to the Seller of the Item Cost for the Item, free and clear of any ownership claims by third parties.

(f) Sellers agree to use commercially best efforts to accurately describe products in Acquire (with enough detail, including images, for a Buyer to understand the nature, provenance and condition of the Item) and to stand behind those descriptions.

(g) Sellers provide Ronati with a “trade price” (typically an agreed-upon, set discount from “retail”) that he is willing to accept for an Item (“Item Cost”), to which Ronati then adds its mark up. The Buyer receives a “final price” that includes Ronati’s mark-up.

(h) When a Buyer identifies an Item he would like to purchase, the Buyer may make an offer to purchase the Item (“Offer”) directly through a Ronati checkout page, or by contacting Ronati through another method. When making an Offer, the Buyer shall submit valid payment information to Ronati for payment of the Total Purchase Price. The “Total Purchase Price” is defined as the price agreed to between Buyer and Ronati and includes: (i) the final price of the Item (the “Purchase Price”); (ii) any applicable shipping fees; and (iii) any sales tax, use tax, VAT, Internet sales tax and/or any other taxes or levies that Ronati and/or the Seller is required to collect from the Buyer under applicable law at the time of sale.

(i) If the Offer is accepted, We will send the Buyer and Seller an email, pop-up or other message (“Confirmation”) confirming that an Item of consigned Property has been sold, with instructions regarding next steps (i.e., shipping and delivery). At this point, a binding contract between the Seller and the Buyer with respect to the sale and purchase of the Item is created and enforceable. Immediately upon receipt of the Confirmation, the Buyer shall remit an amount equal to the full amount (100%) of the Total Purchase Price. The Buyer hereby authorizes Ronati upon Confirmation to charge the Buyer’s credit card or other payment methods for an amount equal to the Total Purchase Price.

(j) Buyer and Seller must not enter into separate agreements outside of Ronati relating to Seller’s Property (“Outside Agreements“). If you do enter into any Outside Agreement we may terminate your Ronati account, and you acknowledge that Ronati is not a party to and isn’t responsible for enforcing any Outside Agreement.

(k) We will pay to the Seller the Item Cost of each item of Consigned Property that is Sold as the sole compensation that Seller shall receive under this Agreement for such sales. Ronati will endeavor to release payment to the Seller soon after a sale (once the cancellation window has passed); but even after Seller has been paid, Seller remains liable for potential refunds per the terms of this Agreement. (See “Buyer Cancellations and Returns”). Items shipped must be insured.

(l) In certain circumstances, a Buyer may be required to post a “hold” or “reserve” amount to support an Offer (“Reserve Amount“). This Reserve Amount shall be authorized to Ronati by credit card or other payment mechanism at the time the Offer is made and shall be credited against the Total Purchase Price due. In the event the Buyer and Seller are unable to agree upon the transaction, then Ronati will credit the Reserve Amount back to Buyer’s credit card account.

(m) Notwithstanding anything to the contrary contained herein, in the event of an error by Seller as to availability of the Item, or an error by the Seller or Ronati as to acceptance of an Offer, or any other error on Seller’s or Ronati’s part with respect to a Confirmation or the operation of the Site, the Seller and/or Ronati reserve the right in their sole and absolute discretion to rescind that Confirmation and purchase of the Item without penalty to any party.

(n) Due to the nature of the internet, occasional glitches, service interruptions or mistakes may cause unintended inaccuracies to appear on the Site. Ronati has the right to correct any inaccuracies or mistakes, and to void any purchase of an Item that displays an inaccurate price or description once brought to our attention. Ronati reserves the right to withdraw any Item from the Site, to amend any content on the Site, or to refuse service to anyone at any time in its sole discretion. Ronati will not be liable to any Seller, User, or Buyer or any other third party because it has withdrawn any Item from the Site, amended any of the content or denied access to the Site.

(o) The Buyer is entirely responsible for paying all applicable sales and use taxes, VAT, export and/or import taxes and duties and all transactional taxes or levies related to each Item purchased (collectively, “Taxes”). The Buyer shall pay such Taxes as the Ronati and/or Seller is required to collect, but failure of Ronati and/or the Seller to collect the Taxes will not relieve the Buyer’s obligation. The Buyer must determine, pay, collect, remit and report to the appropriate taxing authority the correct amount of all export and/or import taxes or duties payable upon export of the Item from its country of origin and import into the United States or any other country. In the event that an exemption might apply to Taxes, it is the Buyer’s sole responsibility to establish and/or document the applicable exemption from Taxes.

(p) Buyers are responsible for any shipping costs incurred with respect to their purchased Item. Typically, when finalizing a purchase, Buyer will be offered different shipping options (for crating, packaging, shipping and freight insurance):

i. Ronati-arranged shipping. A quote to one or more third-party shippers (such as through ARTA, a third-party shipping logistics company) that have agreed to provide services to Ronati’s Buyers. If a shipping quote is not acceptable, the Buyer should not move forward with the purchase (unless alternative arrangements, if available, are made).

ii. Seller-arranged shipping. In some cases, Seller may offer (seller-managed) delivery, or may offer to arrange for crating, packaging, shipping and freight insurance. The Buyer and the Seller shall mutually agree on shipment terms and the Buyer shall prepay all shipment costs.

iii. Buyer-arranged shipping. The Buyer is in every instance free to pick up an Item directly from Seller (“Local Pickup”) or to arrange the Buyer’s own shipping and may elect to use any shipping company of its choice. The crating/shipping/insurance companies designated by the Buyer are the Buyer’s agents and the Buyer will bear all applicable costs and pay such costs directly to the agents. The Buyer may also ask Ronati to arrange for shipping of any Item on the Buyer’s behalf which may be subject to pre-advertised shipping prices.

(q) Delivery of Consigned Property; Risk of Loss

i. Ronati accepts the risk of loss or damage to Consigned Property only in the unusual case where we, Ronati, take physical possession of the Consigned Property. Normally Items are shipped directly from Seller to Buyer.

ii. In the case of Ronati-arranged or Buyer-arranged shipping or Local Pickup, risk of loss and title for such Items pass to Buyer upon (i) Seller’s delivery of the Item to the Buyer’s selected carrier, or (ii) when Buyer picks up the Item from the Seller.

iii. In the case of Seller-arranged shipping or Local Delivery, risk of loss and title for Items pass to Buyer upon Buyer’s (or its nominated third party) receipt of the Item.

iv. We will advise Seller if a Buyer reports that an Item is damaged or if a shipment is missing items. We will pass along any photographs of any damaged item or of the shipment as a whole. The Buyer is responsible for reaching out to Ronati, or directly to Seller, in an attempt to resolve the issue.

v. Buyers and Sellers acknowledge and agree that they will work diligently with us to resolve the issue, including but not limited to making a claim with their shipping provider.

(r) Buyer Cancellations and Returns

Unless specified otherwise by Seller (with notice given to Buyer through our platform), Sellers agree to abide by our standard cancellation and return policy for all Items:

Cancellations:

Prior to shipping, Local Pickup, or Local Delivery, Buyers may be able to cancel an order. They are encouraged to notify Us within 24 hours of purchase if they would like to cancel an order, as prompt cancellation will reduce the likelihood that Buyers will incur shipping charges, out and back.

Once shipping has been initiated, the cancellation will be considered a return, and Buyer will be responsible for packaging and shipping the returned item, including both the outbound shipping costs and the costs to return the order to the seller.

For local pickup and delivery, Buyer or Buyer’s agent must reject the item at the time of pickup or delivery from the Seller.

Cross-border orders cannot be cancelled once shipping has been initiated.

Returns:

Buyers have an unconditional right to return an Item if it:

• Does not arrive;

• Is materially different than described; or

• Is broken during transit (except where Buyer has arranged its own shipping).

Buyers have 48 hours after delivery to inspect their Item(s) and contact Us if they wish to return an Item. If Buyer is not satisfied with a purchase for any other reason, our return policy still applies, as follows:

• On approved returns, Buyer is responsible for the outbound and return shipping charges.

• Each returned item must be received in its original condition. We reserve the right to deduct from Buyer for any damage that may have occurred not related to transportation.

All sales are final 48 hours after delivery, unless otherwise required by law. For example, under current UK “distance selling” rules, retail Buyers (B2C, as opposed to B2B) are entitled to a refund if they request with 14 days of receiving their goods that they want to cancel. They have another 14 days to return the goods once they’ve requested cancellation, and the refund must be paid within 14 days of the Seller receiving the goods back. (Note: Regulations change from time to time. Here is a link to current UK rules: https://www.gov.uk/online-and-distance-selling-for-businesses.) Other countries may have similar laws.

Orders where Local Pickup or Seller Managed Local Delivery were selected: Upon inspection, If Buyer decides not to move forward with the purchase, Buyer or Buyer’s agent must refuse the item at the time of pickup/delivery from the Seller. Once Buyer has taken possession of the item, all sales are final.

International, cross-border returns may require different processes depending on the countries between which the Item is shipping to/from, and the Buyer is responsible for duties (if applicable) on cross-border orders.

We are committed to preventing the sale of counterfeit and inauthentic goods. However, Sellers are responsible in the first instance for ensuring the authenticity of all items Sellers provide to us. We are subject to laws and regulations relating to claims that items offered to us or on Curate are counterfeit, have been stolen, or otherwise violate applicable law. We take such reports seriously and will cooperate with law enforcement in all investigations.

5. Ronati Intellectual Property

5.1. Rights Reserved. Except for rights specifically granted in the Terms, all rights, title, and interest in and to the Ronati’s Intellectual Property (including our Site, Services and documentation) and are hereby reserved by Ronati or its licensors. All pages within the Site and any material made available by Ronati for download are the property of Ronati, or its licensors or suppliers, as applicable.

Ronati makes no claim of ownership on Customers’ User-Generated Content.

For Partners, to the extent that you provide to your users/customers linked access to our Site or Services, certain of the data generated from that linked access will be shared between us and you. For example, we have a Service platform called “Curate” whereby “curators” promote, on their own websites and social media, items that might be available for purchase on our Curate platform. The curator’s users/customers are offered links to navigate between our Site the curator’s websites and social media Site. Personal Data about those users/customers’ session would be shared between the curator and us; and if they were to sign up to receive future communications or promotions, those could come from the curator, from us, or from both.

5.2 Protected Content. Our Site are protected by United States and international copyright and trademark laws. The contents of our Site, including without limitation all data, files, documents, text, photographs, images, audio, and video, and any materials made available by Ronati and accessed through or made available for use or download through our Site (“Ronati Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized by the Terms or otherwise approved in writing by Ronati. You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content, or other proprietary information (including images, text, page layout, or form) of Ronati without our express written consent.

6. Customer Data and User-Generated Content

6.1. As between the Parties, Customer owns all right, title, and interest in and to the Customer Content in your account, including all intellectual property and proprietary rights therein. Except as expressly set forth herein, Ronati acquires no right, title, or interest from you in or to Customer Content. “Customer Content” means the data, information, images of your products or goods, and other content that is uploaded to, imported into or created in our Services by the Users. Customer Content includes your personal and company information, product information and any customer or sales information. You are responsible for all Customer Content and you agree to comply with all applicable legal requirements for the sale, transfer and transport of any products, goods or items, including but not limited to statutes, regulations or requirements of any country, state, locality, province, municipality or other government authority or regulatory entity regarding sales, auctions or transfer of any product (including firearms, ammunition, gun powder, or any other regulated item), including export or import control regulations, taxes, duties or tariffs governing the requirements for the sale, transfer and shipping of such items. Ronati is not responsible for your products, nor are we liable for any legal actions that may result from the sale of your products. Ronati will not, under any circumstances, be held responsible if you or any other user violates rights held by you, any other user or any third party through activities through the use of our Services.

6.2 Nothing in this Agreement shall be construed to grant Ronati any rights in Customer Content beyond those expressly provided herein. Customer hereby grants Ronati (and any of its contractors, employees, subcontractors or partners) a perpetual, non-exclusive, worldwide, royalty-free, but limited, license providing the right to access, use, process, reproduce, store, transmit, perform, adapt, analyze, maintain, edit, track or study the Customer Content: (a) as requested by you or a User; (b) for Ronati internal use, including but not limited to as necessary to manage accounts, provide Support and provide and improve our Services, including to identify, investigate, or resolve technical or security problems with our Services and to detect and protect against fraud; (c) to distribute “non-identifiable” portions of Customer Content to others (“non-identifiable” means data which has been compiled, extracted, modified, anonymized or aggregated in such a manner that the individual source of the data cannot reasonably be identified), and (d) as required by applicable law, regulation, legal process or enforceable governmental request and to detect and prevent violations of the Terms.

6.3 You hereby agree Ronati is the owner of all data other than Customer Content, including any data generated by our system or compiled from information input into our Service by any users on an aggregated basis (collectively, “Company Data”). Customer Content does not include usage data or statistics. For example, Company Data includes statistics concerning the amount of sales per day across the accounts of all our customers, which we use to determine our server capacity and speed needs. Ronati may use all Company Data in any way we choose (including to improve or adapt our Services), or to create or develop new products and services. The foregoing shall not limit Ronati’s confidentiality obligations pursuant to Section 11 below.

6.4 In the event Ronati wishes to disclose usage data or any part thereof to third parties (either during the Subscription Term or thereafter), such data shall be anonymized and presented in the aggregate so that it will not identify Customer.

6.5 If you submit, upload or post any Listings or comments, ideas, suggestions, information, files, videos, images, or other materials to us or our Site (“User-Generated Content”), you agree not to provide any User-Generated Content that (a) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. You agree not to contact other Site users through unsolicited email, telephone calls, mailings or any other method of communication.

6.6 You represent and warrant to Ronati that you have the legal right and authorization to provide all User-Generated Content to Ronati for the purposes and Ronati’s use as set forth herein. Ronati shall have a royalty-free, irrevocable, transferable right and license to use the User-Generated Content in whatever manner Ronati desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create databases of, create derivative works from and/or sell and/or distribute such User-Generated Content and/or incorporate such User-Generated Content into any form, medium or technology throughout the world. Ronati is and shall be under no obligation (1) to maintain any User-Generated Content in confidence; (2) to pay to you any compensation for any User-Generated Content used by Ronati; or (3) to respond to any User-Generated Content.

6.7 Ronati does not regularly review posted User-Generated Content but does reserve the right (but not the obligation) to monitor and edit or remove any User-Generated Content submitted to the Website. You grant Ronati the right to use the name that you submit in connection with any User-Generated Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User-Generated Content. You are and shall remain solely responsible for the content of any User-Generated Content you make. Ronati and its affiliates take no responsibility and assume no liability for any User-Generated Content submitted by you or any third party.

6.8 You agree to defend, indemnify, and hold Ronati harmless from and against all third-party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by Ronati arising out of any User-Generated Content you post or allow to be posted to our Site.

7. Your Relationship with Third-Party Websites

7.1 In order to deliver our Services (e.g., Product Syndication), our Site contains links to and otherwise incorporates “Third-Party Websites” that are not owned or controlled by Ronati. By creating an account with Ronati, you agree that you are solely responsible for your compliance with all terms and conditions for these Third-Party Websites; we are not. You acknowledge and understand that content included on or made available through a marketplace, including text, images, and descriptions, is likely to be property of that marketplace or its affiliates and thus protected by United States and international copyright laws. If you upload any content or information to Ronati using any tools we offer, you confirm that you own the rights and/or have legal permission to use such information.

7.2 A link to a non-Ronati website does not mean that Ronati endorses or accepts any responsibility for the content or the use of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the Third-Party Websites linked to our Site, you do this entirely at your own risk.
7.3 It is possible that the Third-Party Websites we link to from our Site may make unrequested changes, alternations or deletions to your Listing instructions, resulting in Listings that are different than your instructions according to their own terms and conditions, in which case we would refer you to their terms and conditions for the use of their websites.
7.4 You agree to indemnify, defend (at Ronati’s option) and hold harmless Ronati, its affiliates and their respective employees, directors, officers, representatives and agents (collectively the “Ronati Indemnified Parties”) from and against: (a) any claim brought or threatened by a third party arising from your breach of any provision, term, restriction, warranty, or representation of the third-party terms and conditions listed above; and (b) your willful acts or omissions, negligence, or other similar wrongdoing that results in any Ronati suspension, termination, or loss of access rights to any third-party marketplace where your Listing is posted. You will pay all costs (including, but not limited to, court costs and reasonable attorneys’ fees and costs), damages, losses, liabilities, expenses, penalties, judgments and settlements incurred by the Ronati Indemnified Parties, or which the Ronati Indemnified Parties otherwise become subject to, in connection with or arising from the obligations of this Section. You may not settle any such claim without Ronati’s prior written consent. Ronati may assume the defense of any such claim at its option and your expense without limiting your liability or other obligations under this Agreement.

8. Subscription Services: Using the eCM Syndication to Marketplaces Feature; Additional Services; Limitations

8.1 The Syndication feature is available with paid eCM Subscription Services and may also be available to you during a Free Trial. To use this feature, you must provide Ronati with account login information to the Third-Party Websites that you choose so we may act on your behalf to publish your Listings through the Syndication feature. When connecting to marketplaces via the eCM, we use industry standard physical, technical, and administrative security measures, and safeguards to protect the confidentiality and security of your personal information. However, we cannot guarantee, ensure, or warrant the security of any information you transmit to us. There is no guarantee that information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards. It is your responsibility to protect the security of your login information for our Site and the Third-Party Websites. In addition, emails and other communications you might send to us through our Site (e.g., support chat) are inherently insecure, and we expressly request that you do not communicate any confidential information through these methods.

8.2 By activating and or using the eCM Syndication feature, you acknowledge and agree:

1) your relationship with Third-Party Websites (e.g., a marketplace) is between you and the third-party and that you are solely responsible for any and all fees and expenses associated with your use of the third-party site provider;

2) you acknowledge and agree that you are solely responsible for any and all fees and expenses associated with your relationship(s) with your third-party site partner(s); as a result, Syndication actions taken by you or your Users in the eCM (such as in the case of volume-based billing methods employed by some marketplaces) may result in additional charges to you as a direct result of actions that you have explicitly directed Ronati to take on your behalf;

3) to allow Ronati to post and manage on Third-Party Websites, on your behalf, the Listings that you provide us;

4) to comply with all applicable laws in connection with your use of our Services including, without limitation, laws regarding online conduct and submission of acceptable Listings and User-Generated Content; it is your responsibility to not use Ronati in a way that violates the Terms or any other agreements with any third-party site that you access through our Syndication feature; and in the event that you violate rules of any partner marketplaces or services, we have the right to close your Account immediately; we are also not responsible for any illegal use of Ronati by any of our users.

5) to not access our Site or Services using a third-party’s account/registration without the express consent of the accountholder and not to attempt to impersonate another user or person;

6) to not create Listings for or otherwise sell or offer to sell products or services that you do not have the full right, title, or authority to sell, distribute, or offer to sell, or for any other purpose or intent that does not in good faith agree with the purpose or spirit of our Site;

7) to not create or offer fraudulent or false Listings;

8) to not harass, annoy, intimidate, or threaten any end user, customer, or potential customer for the Listings you are offering through our Site;

9) to refrain from using our Services to List items considered offensive, demeaning, or prejudicial; and

10) to not use our Site for any illegal purposes or in any way otherwise inconsistent with any and all applicable laws, rules, and regulations.

8.3 You acknowledge that the products and content you offer through your Listings may be subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. By your use of our Site and Services, you agree to abide by the applicable laws, rules, and regulations – including, but not limited to the Export Administration Act and the Arms Export Control Act – and you represent and warrant that you will not transfer, by electronic transmission or otherwise, your products or services to a foreign national or a foreign destination in violation of the law. You agree that you will not use any products, or provide or offer any products to any person, who is forbidden from receiving the product under the Export Administration Regulations or any economic sanctions maintained by the U.S. Department of Treasury, U.S. antiboycott regulations, or U.S. economic sanctions, including the export and antiboycott restrictions found in the Export Administration Regulations or the sanctions regulations administered by the U.S. Office of Foreign Assets Control. You shall indemnify and hold harmless Ronati from all claims, demands, damages, costs, fines, penalties, attorneys’ fees and all other expenses arising from your failure to comply with this provision and/or applicable export control, antiboycott, or economic sanctions laws and regulations.

8.4 You are solely responsible for maintaining the accuracy of your Customer Content in the eCM. It is possible that the Site and Listings could include typographical errors, color errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site and Listings by third parties. To prevent such errors, you must verify the data in your listings on Ronati and third-party websites. After all, you are the best qualified to detect and correct such errors. This is vital to the accuracy of your Listings. In the event that an inaccuracy arises, please inform Ronati so that it can be corrected. Ronati reserves the right to unilaterally correct any inaccuracies on the Site and Listings without notice.

1) Ronati will perform Syndication activities as directed by you based on Customer Content maintained in the eCM. If you do find a Listing inaccuracy, you agree to inform Ronati promptly so that we can work to correct it. Ronati reserves the right to unilaterally correct any suspected inaccuracies on our Site and Listings with or without notice.

2) While Ronati attempts to ensure the integrity and accuracy of our Site and your Listings, we make no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of our Site, the Listings, and the other information thereon. Additionally, Ronati shall have no responsibility or liability for information or Customer Content posted to our Site from anyone outside Ronati, including Users.

3) If Ronati publishes your Listing with an error, such as an incorrect price or description, we shall have the right to modify, or refuse or cancel any orders placed for your product or service inaccurately listed on your behalf. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed by a third -party consumer of your Listing. In the event of such cancellation, you agree to promptly issue a credit or refund to the third-party consumer’s account in the amount of the incorrect price and pay any associated cancellation fees.

8.5 Information contained on our Site and in Listings may be changed or updated without notice. We reserve the right, at our sole discretion, to refuse, modify, or cancel any Listing on your behalf through our Site or Services for any reason. Your account may also be restricted or terminated for any reason, at our sole discretion. Some situations that may result in your account or Listing being canceled include a violation of the Terms, inaccuracies or errors in product or pricing information, or problems identified by our risk management department or other investigative teams. We may also require additional verifications or information before creating an account for you or posting any Listing. We will contact you if all or any portion of your Listing is canceled or modified, or if additional information is required to List your product or services.

8.6 Implementation. Ronati may provide implementation assistance to help you with the initial import of your inventory into our applications, as well as training on how to use our Services. It is your responsibility to review your inventory to verify its accuracy and completeness.

8.7 Support. Ronati provides technical support for the Subscription Services (“Support”) through its online chat feature. Support requests may also be submitted to customersupport@ronati.com.

8.8 Limited Warranty for Subscribers. Ronati warrants that: (a) during the applicable subscription term, the Subscription Services will operate substantially as described in the online documentation and (b) the Support will be performed in a competent and workmanlike manner in accordance with generally accepted industry standards and this Agreement. If you believe the Subscription Services or Support do not comply with these warranties, you must notify Ronati in writing within 30 days of delivery of the non-conforming Subscription Service or Support. As your exclusive remedy and Ronati’s sole liability for breach of these warranties, Ronati will use commercially reasonable efforts to correct the non-conforming Subscription Service or Support at no additional charge to Customer within a reasonable time period. These warranties will not apply to any failure caused by a defect in or modification to the applicable services caused or made by you, any User, or a person acting at your direction.

9. Subscribers: Billing and Payment; Auto-Renewal

9.1 During a Free Trial Period (typically one month), you will be able to access and use various features of eCM. Near the end of the Free Trial Period, you will have the opportunity to confirm your subscription level and submit a payment method to continue your Subscription Services. Ronati reserves the right to terminate or refuse Free Trials at any time and without notice.

9.2 For Subscription Services, payment is due at the beginning of the relevant subscription term. You will be billed on a recurring, periodic basis (each period a “Billing Cycle”) and Ronati will charge you for all fees when due. Billing Cycles are typically one month but could be different depending on what subscription plan you selected.

Your subscription will automatically renew at the end of each Billing Cycle and you authorize Ronati to charge your card, debit card or other non-invoice form of payment for each renewal unless you cancel your subscription at least 3 days before your scheduled auto-renewal date at customersupport@ronati.com, to prevent your card from being charged automatically.

We will not prorate or refund any portion of your Subscription fee for any period of time you do not use our Services.

We may change the subscription fee charged for our Services at any time. Any changes will become effective at the end of your then-current Billing Cycle.

If you upgrade your account, Ronati will credit any remaining balance applicable from your previous subscription payment to your upgrade.

9.3 All payments due are in U.S. dollars unless otherwise indicated on the subscription pricing page, purchase order or invoice.

9.4 In order to use our Services, you must provide information for at least one valid payment method. Ronati makes the following methods of payment available: credit cards, in some cases bank accounts, and such other methods of payment as we may accept from time to time in our sole discretion (collectively, “Payment Methods”). Ronati may enable other forms of payment, which may be subject to additional terms. You hereby authorize us to store your Payment Method(s) or other financial information and to charge your Payment Method(s) (as applicable). By providing Payment Method information through Ronati, you represent and warrant that: you are legally authorized to provide such information to us; you are legally authorized to use the

Payment Method(s); and such action does not violate the terms and conditions applicable to your use of such Payment Method(s) or applicable law. When you authorize a payment using a Payment Method, you represent and warrant that there are sufficient funds or credit available to complete such payment using your designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from your Payment Method(s), you are solely responsible for paying such amounts by other means.

9.5 If your payment method cannot be processed successfully for any reason, Ronati will automatically downgrade your account to a Free Account and/or suspend or terminate your use of the Subscription Services. Downgrading your account will result in the loss of features and functionality. Ronati currently offers a 10-day grace period for delayed payments (“Grace Period”); however, Ronati reserves the right to terminate or refuse the Grace Period at any time and without notice.

9.6 You are responsible for any taxes, duties, and customs fees associated with the sale of our Services (other than Ronati’s income tax) (collectively “Taxes”), and you will pay Ronati for our Services without any reduction for Taxes. If Ronati is obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Ronati with a valid tax exemption certificate. If you are required by law to withhold any Taxes from your payments to Ronati, you must provide Ronati with an official tax receipt or other appropriate documentation to support such withholding and reimburse Ronati for such withholding tax.

9.7 Except as expressly set forth in the Terms or when required by law, all fees are non-cancellable and once paid are non-refundable, even in the case of unused subscription periods.

10. Ending your relationship with Ronati

10.1 The Terms will apply until your account is closed unless superseded by written agreement between you and Ronati.

10.2 You may terminate your Services by notifying Ronati at customersupport@ronati.com.

10.3 Either Party may terminate this Agreement and cease the Services if: (a) the other Party is in material breach of the Terms (or has acted in a manner which clearly shows that the Party does not intend to, or is unable to comply with, the provisions of the Terms) and fails to cure such breach within 10 days following receipt of written notice from the non-breaching Party, except that termination will take effect immediately upon notice in the event of a breach of Section 3.6; (b) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 60 days; or (c) it is required to do so by law.

10.4 Subscription Services (including Free Accounts):

In addition, Ronati may terminate your subscription and/or close your account, for any or no reason, by giving you 30 days’ written notice to your email address on file and providing a pro rata refund for any prepaid, unused subscription fees for our Services.

Ronati reserves the right to suspend access to the Subscription Services if (a) you have undisputed amounts more than 10 days past due; (b) Ronati reasonably determines that you or any Users on your account are in breach of the Terms; or (c) Ronati reasonably determines that you or any Users on your account are using our Services in a way that creates a security vulnerability, may disrupt others’ use of our Services, or have misappropriated or infringed Ronati’s or another third-party’s intellectual property or proprietary rights. Ronati will only suspend access to the extent, and for the duration, necessary to address the violation and will promptly restore access once the issue has been resolved. Ronati will not suspend access if Customer is (reasonably and in good faith) disputing a charge and cooperating in resolving the dispute. You acknowledge and agree that if Ronati disables access to your account, you may be prevented from accessing certain features of the Subscription Services.

Upon termination of this Agreement, (a) Ronati will disable your account and each User’s access to the Services; (b) you will pay any accrued but unpaid fees prior to the effective date of termination; (c) each Party will return and make no further use of, or destroy, any Confidential Information belonging to the other Party, subject to (d); and (d) Ronati will delete all Content in accordance with its automated deletion schedule and back-up policy. Notwithstanding the foregoing, if Users maintain a Free Account after cancellation of a paid account, Customer Content in the Free Account will not be deleted until the Free Account permanently deleted, and Free Accounts will remain subject to the Terms. When Services end, all legal rights, obligations and liabilities that you and Ronati have benefited from, been subject to, have accrued, or which must survive in order to give proper effect to their intent, shall be unaffected by this cessation, and the provisions of Section 16 shall continue to apply to such rights, obligations and liabilities indefinitely.

If your paid Subscription Services are downgraded or canceled for any reason, your information and Content may be deactivated but not deleted. In order to delete your data from our servers after ending your relationship with Ronati, please contact customersupport@ronati.com to initiate this process.

10.5 All Other Users: A Visitor may terminate its use of our Site at any time by ceasing further use of our Site. Ronati may terminate your use of our Site and deny you access to our Site in our sole discretion for any reason or no reason, including for violation of the Terms, and with or without notice.

11. Confidentiality

11.1 “Confidential Information” means non-public, proprietary, business, technical, security, legal, or financial information that is either marked or identified as Confidential Information or would reasonably be understood to be confidential, including information about products (including Beta Products), processes, services, trade secrets, marketing and business plans, client lists, financial information, system architecture, security programs, and intellectual property. For avoidance of doubt, the price you pay for our Services is part of Ronati’s Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information that: (a) the receiving Party possesses without a duty to keep confidential prior to acquiring it from the disclosing Party; (b) is or becomes publicly available through no violation of this Agreement by the receiving Party; (c) is given to the receiving Party by a third-party not under a confidentiality obligation to the disclosing Party; or (d) is developed by the receiving Party independently of, and without reliance on, confidential or proprietary information provided by the disclosing Party.
11.2 Each Party may be given access to Confidential Information of the other Party in connection with the Terms. The receiving Party may only use this Confidential Information as provided for in the Terms or to exercise its rights hereunder, and except as otherwise allowed by the Terms, may only share this Confidential Information with its employees, agents, advisors and service providers who need to know it, provided they are subject to similar confidentiality obligations. The receiving Party will use the same degree of care, but no less than a reasonable degree of care, as such Party uses with respect to its own Confidential Information to protect the disclosing Party’s Confidential Information and to prevent any unauthorized use or disclosure thereof. Neither Party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. If the receiving Party is compelled by law to disclose the other Party’s Confidential Information, it will use commercially reasonable efforts to give the disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Party’s cost, if the disclosing Party wishes to contest the disclosure.

12. Data Security, Privacy and Your Personal Information

12.1 You acknowledge that our Services are not designed or intended to process or manage any Protected Information. Ronati will not be responsible for damages associated with Protected Information created, stored, shared or processed through our Services. “Protected Information” means information that is subject to specific regulations or laws that impose increased protections and/or obligations with respect to handling that type of information or that is not appropriate for use in the Subscription Service, as intended. Protected Information includes, without limitation, data that is subject to the Payment Card Industry Data Security Standards (PCI DSS), Health Insurance Portability and Accountability Act (HIPAA) or Gramm-Leach-Bliley Act (GLBA) or any similar legislation in an applicable jurisdiction, or any credit or debit card and magnetic stripe information, social security numbers, driver’s license numbers, passport numbers, government issued identification numbers, health-related information, biometric data, financial account information, or information deemed “sensitive” under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs).

12.2 Ronati will use data provided in connection with the creation, administration and use of our Site and Services to set up and maintain accounts, to inform entities and Users about features of our Site and Services, to provide and maintain our Site and Services, and as necessary to comply with applicable law, regulation, legal process or enforceable governmental requests and to detect and prevent fraud and or violations of this Agreement. Users are encouraged to review our Privacy Policy for future information about the various ways we use, share or restrict data.

12.3 Ronati will maintain appropriate administrative, physical, technical and organizational measures to protect the security, confidentiality, and integrity of your Customer Data in accordance with our information security program. Any revisions to our information security program will not diminish our current data security obligations.

12.4 Ronati may utilize subcontractors or SaaS tools in connection with Ronati’s provision of our Services, including processing Customer Content, provided that such third parties are subject to appropriate confidentiality, data privacy and security obligations and required practices, including compliance with General Data Protection Regulation or any similar or successor laws or regulations in Europe, or the California Consumer Privacy Act, etc.

13. Claims of Copyright Infringement

13.1 We disclaim any responsibility or liability for copyrighted materials posted on our Site. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.

13.2 Ronati respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to Ronati’s Designated Copyright Agent, identified below.

13.3 If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Site by sending us a notice of alleged infringement for content made available on our Site (“Notice”) complying with the following requirements.

1) Identify the copyrighted works that you claim have been infringed.

2) Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled. Please include, if applicable, the URL of the page on our Site where such material may be found.

3) Provide your mailing address, telephone number, and, if available, email address.

4) Include both of the following statements in the body of the Notice: “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).” “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

5) Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to our Copyright Agent:

Copyright Agent
Ronati, Inc.
1501 Belcher Rd 1B
Largo, FL 33771
United States of America (“USA”)

14. Exclusion of Warranties

14.1 Nothing in the Terms, including Sections 14 and 15, shall exclude or limit Ronati’s warranty obligations or liability for losses which may not be lawfully excluded or limited by applicable law. Only the limitations which are lawful in your jurisdiction will apply to you and Ronati’s liability will be limited to the maximum extent permitted by law.

14.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LI MITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. RONATI MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING ANY NON-RONATI APPLICATION WITH WHICH OUR SERVICES MAY INTEROPERATE. RONATI DOES NOT WARRANT THAT OUR SERVICES WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME OR THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF OUR SERVICES WILL BE CORRECTED.

14.3 Although Ronati attempts to ensure the integrity and accuracy of the Site and your Listings, it makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Site, the Listings, and the other Content thereon. It is possible that the Site and Listings could include typographical errors, color errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site and Listings by third parties.

RONATI DOES NOT WARRANT THAT ACCESS TO OR USE OF OUR SITE OR THIRD-PARTY WEBSITES THAT WE LINK TO WILL BE UNINTERRUPTED OR ERROR- FREE OR THAT DEFECTS IN OUR SITE OR LINKED SITES WILL BE CORRECTED. OUR SERVICES AND SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN A SITE OR ANY SITE-RELATED SERVICE, ARE PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. RONATI DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH OUR SITE OR THIRD-PARTY WEBSITES THAT WE LINK TO. RONATI IS NOT RESPONSIBLE FOR THE TERMS, ACTIONS, OR OMISSIONS, OF ANY THIRD-PARTY SERVICE TO WHICH IT POSTS YOUR LISTINGS.

14.4 YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF OUR SERVICES AND SITE, SITE-RELATED SERVICES, AND LINKED SITE. RONATI DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY. RONATI DOES NOT GUARANTEE OR WARRANT THAT YOUR INFORMATION, INCLUDING YOUR CREDIT CARD, BANK ACCOUNT, OR FINANCIAL INFORMATION WILL BE SECURED OR PROTECTED EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

14.5 WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD AND DISTRIBUTED BY YOU MAY BE SUBJECT TO SEPARATE TERMS AND CONDITIONS, IF ANY, PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES BY THE MANUFACTURER OR SELLER OF THE PRODUCTS OR SERVICES TO YOU. YOU ARE FULLY AND SOLELY RESPONSIBLE FOR COMPLIANCE WITH SUCH SEPARATE TERMS AND CONDITIONS.

15. Limitation of Liability

15.1 TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ANY THIRD PARTY MENTIONED ON OUR SITE WILL BE LIABLE TO THE OTHER PARTY (REGARDLESS OF THE BASIS OR TYPE OF CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) FOR ANY LOST PROFITS, REVENUES OR DATA, BUSINESS INTERRUPTION, DEPLETION OF GOODWILL, COVER, OR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE TERMS. EACH PARTY’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID OR PAYABLE BY YOU HEREUNDER WITHIN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) $100.00.

15.2 Ronati will not be liable for any loss or damage which may be incurred by you as a result of (i) any changes which Ronati may make to our Services or any features within our Services; (ii) your failure to keep your password or account details secure and confidential; or (iii) your failure to back up your Content.

15.3 The Parties acknowledge and agree that the limitations of liability, disclaimer of warranties, and any exclusion of damages included herein represent an allocation of risk between the Parties (including the risk that a remedy may fail of its essential purpose) which is reflected by the fees paid.

16. Dispute Resolution and Agreement to Arbitration

16.1 You agree to bring any issue you have related to our Site or Services to the attention of our Customer Service Department at customersupport@ronati.com, and we will work in good faith to resolve the issue to your satisfaction.

16.2 You and Ronati agree that any dispute, claim or controversy arising out of or relating in any way to the Terms or your use of our Site or Services shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court. For U.S. Customers, you agree that, by agreeing to the Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Ronati are each waiving the right to a trial by jury or to participate in a class action. For non-U.S. Customers, this arbitration provision shall survive termination of this Agreement and any other contractual relationship between you and Ronati.

16.3 If you desire to assert a claim against Ronati, and you therefore elect to seek arbitration, you must first send to Ronati, by certified mail, a written notice of your claim to the Notice Address in Section 20. The Notice to Ronati should be addressed to: Legal Department, Ronati, Inc.,1501 Belcher Rd S #1B, Largo, FL 33771, USA (“Notice Address”). If Ronati desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Ronati, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Ronati and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Ronati may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Ronati or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at https://www.adr.org. If you are required to pay a filing fee, after Ronati receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”) and will be administered by the AAA. Note: For international Customers, the International Centre for Dispute Resolution (“ICDR”) rules shall apply (and since the ICDR is part of the AAA, the term “AAA Rules” a used herein also applies to them). More information, including rules and forms, is available online at https://www.adr.org.

The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of the Terms, including this arbitration agreement. For U.S. Customers, the place of arbitration shall be within 25 miles of Pinellas County, Florida, USA. (If you reside outside of the United States, any arbitration hearings will take place in your region of residence, within 25 miles of: London for the U.K., Ireland for the EU, Singapore for Asia, or for other areas a mutually convenient global “business hub” city; but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator; and the proceedings shall be conducted in the English language.) If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Ronati’s last written settlement offer made before an arbitrator was selected (or if Ronati did not make a settlement offer before an arbitrator was selected), then Ronati will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Each Party shall pay for its own costs and attorneys’ fees, if any. However, if any Party prevails on a statutory claim that affords the prevailing Party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing Party, under the standards for fee shifting provided by law.

16.4 YOU AND RONATI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ronati agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim.

16.5 If this Agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of this Agreement shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Tampa, Florida.

17. Miscellaneous

17.1 Headings. Headings used at various places in this Agreement are provided exclusively for convenience.

17.2 Publicity. Unless otherwise specified in a purchase order, Ronati may identify you as a Customer, and may use your name, corresponding trademark or logo, on our Site or in our customer list, blogs, and other marketing materials or public communications subject to your published brand guidelines. To request removal of this identification, please notify us in writing at customersupport@ronati.com.

17.3 Lack of Enforceability. In the event that any of the Terms are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect.

17.4 Governing Law. The Terms, and your relationship with Ronati under the Terms, shall be governed by the laws of the State of Florida, USA without regard to its conflict or choice of laws rules.

17.5 Notice. You agree that Ronati may provide you notices by email, regular mail, or postings on our Services. Except as provided for in Section 16, you agree to provide notices to Ronati by emailing legal@ronati.com.

17.6 Force Majeure. Neither Party is liable for delay or default hereunder if caused by conditions beyond its reasonable control, including natural disasters, acts of God, hacker attacks, acts of terror or war, riots, actions or decrees of governmental bodies, changes in applicable laws, or communication or power failures.

17.7 Assignment. Neither the rights nor the obligations arising under the Terms are assignable or transferable by either Party without the other Party’s prior written consent, which shall not be unreasonably withheld or delayed, and any attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, Ronati may assign this agreement (including all subscriptions and purchase orders) without the consent of the other Party to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets in aggregate or related to your Services. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.