Updated May 17, 2023
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.
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 PrivacyPolicy 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 that, among other things, facilitate the tracking, search, marketing and/or sale of unique items, including 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 13, below).
1. Accepting the Terms
1.2 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.
You must also be at least 18 years old to create a Ronati account or use our Services.
1.3 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.
1.4 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. 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.
1.5 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 various types of Customers and accounts, including but not limited to:
- Buyers/Sellers. These accounts allow users to search for items to purchase, 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.
- Partners. These accounts allow users to connect their ecosystems (e.g., members, customers, visitors, etc.) to our Site and Services.
- 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.
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 firstname.lastname@example.org.
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 User Restrictions. You will not and you will ensure that each User does not:
- license, sublicense, sell, resell, rent, lease, transfer, distribute, provide access, or otherwise commercially exploit, or make our Services available to any third party;
- 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;
- 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);
- 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);
- remove or modify any proprietary markings or restrictive legends in our Services;
- remove or modify any proprietary markings or restrictive legends in our Services;
- infringe or misappropriate any right of Ronati;
- infringe or misappropriate any right of Ronati;
- attempt to gain unauthorized access to our Services or any portion thereof;
- 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;
- 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);
- probe, scan, or test the vulnerability of any Ronati system or network; or
- 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.
3.7 No Warranty. Our Services or Site 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.
4. Buyers/Sellers: Terms of Purchase/Sale.
- 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 partner-curated flash sale program (“Curate”), and to similar purchase/sale Services that we may provide to connect and serve buyers/sellers.
- We sell the items (“Items”) that various dealers (as “Seller” or “Consignor”) have agreed to offer through us (collectively, the “Property”) through Curate on a consignment basis (“Consignment”). 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.
- When a Buyer identifies an Item he would like to purchase, the Buyer may make an offer to purchase the Item (“Offer”) directly through Curate’s 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, agreed upon 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.
- If We accept the Offer, We will send the Buyer and Seller an email or other message (“Confirmation”) confirming that an Item of consigned Property has been sold, with instructions regarding next steps (i.e., shipping and delivery).
- ALL TRANSACTIONS ARE SUBJECT TO PRIOR SALE. Even though a Seller has represented to us that an Item is available for purchase, due to factors beyond Our control, an Item may no longer be – in which case we will promptly cancel the transaction and refund Buyer’s payment. We shall have no further liability – a full refund shall be Buyer’s sole remedy.
- 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 any exemption might apply to Taxes, it is the Buyer’s sole responsibility to establish and/or document the applicable exemption from Taxes.
- Buyers are responsible for all applicable shipping costs incurred with respect to their purchased Item.
- Buyer-arranged shipping. Typically, Ronati will facilitate shipping for Buyer through our third-party logistics provider ARTA, who in turn will arrange for crating/shipping/insurance of the item, in exchange for a shipping fee added to the Item price at checkout. If that shipping quote is not acceptable, the Buyer should not move forward with the purchase (unless alternative arrangements, if available, are made). In some cases, the Buyer may elect to pick up an Item directly from Seller (“Local Pickup”) or may arrange shipping with a company of its choice and pay such costs directly to the agents.
- Seller-arranged shipping. In some cases, Seller may offer (seller-managed) local delivery (“Local Delivery”); and if not, in some cases, the Buyer may elect to have the Seller arrange for crating, packaging, shipping and freight insurance. Following the Buyer’s request, the Seller shall provide shipping information including the name of the freight carrier, the complete cost of shipment from the Seller to the Buyer’s designated receiving address, the cost of any duty or other charges to be paid by the Buyer, the cost of freight insurance and the name of such insurance provider, as well as any costs or fees to be charged by the for crating or packaging the Items for shipment. The Buyer and the Seller shall mutually agree on shipment terms and the Buyer shall prepay all shipment costs.
- Delivery Of Consigned Property; Risk Of Loss
- 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.
- In the case of Buyer-arranged (including Ronati-facilitated) shipping or Local Pickup, risk of loss and title for such Items pass to Buyer upon (1) Seller’s delivery of the Item to the Buyer’s selected carrier, or (2) when Buyer picks up the Item from the Seller. We will advise ARTA if a Buyer reports that an Item, where Ronati facilitated the shipping, is damaged or if a shipment is missing items. The Buyer is responsible for promptly reaching out to Ronati, or directly to ARTA, in an attempt to resolve the issue – ARTA requires that claims be made within 7 days.
- In the case of Seller-arranged shipping or Local Delivery: (1) risk of loss and title for Items pass to Buyer upon Buyer’s (or its nominated third party) receipt of the Item. (2) 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 promptly reaching out to Ronati, or directly to Seller, in an attempt to resolve the issue.
- (3) Sellers acknowledge and agree that they will work diligently to resolve the issue, including but not limited to making a claim with their shipping provider.
- 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:
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.
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 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.
Orders where Local Pickup or Seller Managed Local Delivery is available and 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. 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, 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 “nonidentifiable” 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 If you submit, upload or post any 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.
6.5 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.
6.6 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.
6.7 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, our Site contain 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 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. 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. Ending your relationship with Ronati
8.1 The Terms will apply until your account is closed unless superseded by written agreement between you and Ronati.
8.2 You may terminate your Services by notifying Ronati at email@example.com. Modifications can be made within the application or by notifying Ronati at firstname.lastname@example.org.
8.3 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.
9. Data Security, Privacy and Your Personal Information
9.1 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).
9.3 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.
9.4 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.
10. Claims of Copyright Infringement
10.1 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.
10.2 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.
10.3 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.
- Identify the copyrighted works that you claim have been infringed.
- 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.
- Provide your mailing address, telephone number, and, if available, email address.
- 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.”
- 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”)
11. Exclusion of Warranties
11.1 Nothing in the Terms, including Sections 11 and 12, 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.
11.2 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.
11.3 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 and the Content thereon. It is possible that the Site and Content could include typographical errors, color errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site and Content by third parties.
RONATI DOES NOT WARRANT THAT ACCESS TO OR USE OF OUR SITE OR THIRDPARTY 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.
11.4 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.
11.5 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.
12. Limitation of Liability
12.1 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.
12.2 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.
12.3 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.
13. Dispute Resolution and Agreement to Arbitration
13.1 You agree to bring any issue you have related to our Site or Services to the attention of our Customer Service Department at email@example.com, and we will work in good faith to resolve the issue to your satisfaction.
13.2 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, including without limitation, the law on punitive damages as applied by the United States Supreme Court. 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. This arbitration provision shall survive termination of this Agreement and any other contractual relationship between you and Ronati.
13.3 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. The AAA Rules and Forms are available online at https://www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. 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. The place of arbitration shall be Pinellas County, Florida, USA, and the proceedings shall be conducted in the English language. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). 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.
13.4 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.
13.5 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.
14.1 Headings. Headings used at various places in this Agreement are provided exclusively for convenience.
14.2 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 firstname.lastname@example.org.
14.3 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.
14.4 Governing Law. The Terms, and your relationship with Ronati under the Terms, shall be governed by the laws of the State of Florida without regard to its conflict or choice of laws rules.
14.5 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 email@example.com.
14.6 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.
14.7 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.