Terms and Conditions - Roofing Ontario

1. ACCEPTANCE OF TERMS

1.1 Binding Agreement

These Terms and Conditions of Use (“Terms,” “Agreement,” or “Terms and Conditions”) constitute a legally binding agreement between you (“User,” “you,” “your,” or “Customer”) and RPH Digital LLC (“Company,” “we,” “our,” or “us”), a Delaware limited liability company with its principal place of business at 8 The Green, Suite A, Dover, DE 19901.

These Terms govern your access to and use of all websites, web pages, subdomains, mobile applications, services, tools, features, functionality, content, and digital properties owned, operated, controlled, or provided by the Company (collectively, the “Services,” “Website,” “Site,” or “Platform”).

1.2 Acceptance by Use

BY ACCESSING, BROWSING, VISITING, OR USING OUR SERVICES IN ANY MANNER WHATSOEVER, INCLUDING BUT NOT LIMITED TO:

(a) Visiting any page of our Website;

(b) Viewing any content on our Website;

(d) Clicking any button, link, or call-to-action;

(e) Calling any telephone number displayed on our Website;

(f) Sending any email to addresses displayed on our Website;

(g) Sending any text message to numbers displayed on our Website;

(h) Downloading any content from our Website;

(i) Creating an account or profile (if applicable);

(j) Engaging with any feature or functionality of our Services; or

(k) Otherwise interacting with our Services in any way,

YOU EXPRESSLY ACKNOWLEDGE, REPRESENT, WARRANT, AND AGREE THAT:

(i) You have carefully read these Terms and Conditions in their entirety;

(ii) You have carefully read our Privacy Policy in its entirety;

(iii) You understand and agree to be legally bound by these Terms and Conditions and our Privacy Policy;

(iv) You meet all eligibility requirements set forth herein;

(v) You have the legal capacity and authority to enter into this Agreement;

(vi) If you are accepting on behalf of an organization, you have the authority to bind that organization;

(vii) Your use of our Services constitutes your electronic signature and manifestation of assent to this Agreement; and

(viii) This Agreement is enforceable against you to the same extent as if you had physically signed a written agreement.

1.3 Rejection of Terms

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR OUR PRIVACY POLICY IN THEIR ENTIRETY, YOU ARE NOT AUTHORIZED TO ACCESS OR USE OUR SERVICES, AND YOU MUST IMMEDIATELY CEASE ALL USE OF OUR SERVICES AND NAVIGATE AWAY FROM OUR WEBSITE. CONTINUED USE OF OUR SERVICES AFTER REVIEWING THESE TERMS CONSTITUTES YOUR UNCONDITIONAL ACCEPTANCE.

1.4 Incorporation of Privacy Policy

Our Privacy Policy is incorporated into these Terms and Conditions by reference and forms an integral part of this Agreement. By accepting these Terms, you also accept our Privacy Policy. In the event of any conflict between these Terms and the Privacy Policy, these Terms shall control unless the Privacy Policy expressly states otherwise with respect to a specific provision.

1.5 Additional Terms

Certain features, services, or areas of our Services may be subject to additional terms, conditions, guidelines, policies, or rules (“Additional Terms”). All Additional Terms are incorporated into these Terms and Conditions by reference. In the event of any conflict between these Terms and any Additional Terms, the Additional Terms shall control with respect to the specific feature, service, or area to which they apply.

1.6 Modifications to Terms

We reserve the absolute right to modify, amend, revise, update, supplement, suspend, discontinue, or otherwise change these Terms and Conditions at any time, in our sole and absolute discretion, with or without prior notice to you. Changes may be made for any reason, including but not limited to:

(a) Changes in applicable law or legal requirements;

(b) Changes in our business model, operations, or services;

(d) Risk management or liability mitigation;

(e) Clarification or correction of terms;

(f) Enforcement considerations; or

(g) Any other reason we deem appropriate.

When we make changes to these Terms:

(i) The “Last Updated” date at the top of these Terms will be updated;

(ii) We may (but are not obligated to) provide notice through our Website, email, text message, or other means;

(iii) Your continued use of our Services after changes constitutes your acceptance of the modified Terms; and

(iv) If you do not agree to the modified Terms, you must immediately stop using our Services.

It is your sole responsibility to periodically review these Terms for changes. We recommend reviewing these Terms each time you use our Services.

2. DESCRIPTION OF SERVICES AND BUSINESS MODEL

2.1 Nature of Services

The Company operates as a lead generation, consumer referral, and connection platform. Our Services are designed to connect consumers seeking services with third-party service providers who may be able to fulfill those service requests. Specifically, our Services include:

(a) Information Collection: Collecting consumer contact information, service requests, and related data through web forms, telephone calls, and other communication channels;

(b) Lead Distribution: Selling, transferring, licensing, sharing, or otherwise providing consumer information to third-party service providers, marketing partners, call centers, call networks, and affiliated entities;

(c) Call Routing: Facilitating telephone connections between consumers and service providers through call routing, call transfer, and telecommunications services;

(d) Marketing Platform: Operating as a marketing and advertising platform for service providers in various industries;

(e) Affiliate Services: Participating in affiliate marketing networks and revenue-sharing arrangements;

(f) Data Aggregation: Aggregating, analyzing, and monetizing consumer data for business intelligence purposes; and

(g) Related Services: Providing related services in connection with consumer-provider matching and connection.

2.2 Industries and Service Categories

Our Services primarily focus on connecting consumers with third-party service providers in the following categories:

(a) Home Services: Including but not limited to plumbing, HVAC, electrical, roofing, remodeling, landscaping, pest control, cleaning, moving, and other residential and commercial property services;

(b) Legal Services: Including but not limited to personal injury, workers’ compensation, family law, criminal defense, estate planning, bankruptcy, immigration, business law, and other legal services;

2.3 No Direct Service Provision

CRITICAL DISCLOSURE:

YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT:

(a) RPH DIGITAL LLC IS NOT A SERVICE PROVIDER: We do not provide, perform, render, or deliver any home services, legal services, or other consumer services. We are not contractors, attorneys, medical professionals, or service professionals of any kind;

(b) Referral Service Only: We operate solely as a referral service, lead generation platform, and intermediary connecting consumers with independent third-party service providers;

(c) Independent Third Parties: All actual services are provided by independent third-party service providers who are not employees, agents, representatives, or affiliates of RPH Digital LLC;

(d) No Control Over Service Providers: We exercise no control over, and have no responsibility for, the third-party service providers, their operations, their qualifications, their pricing, their availability, or any aspect of the services they provide;

(e) No Employer-Employee Relationship: There is no employment, agency, partnership, joint venture, or franchise relationship between RPH Digital LLC and any third-party service provider;

(f) Direct Relationship: Any service engagement, contract, transaction, or relationship is directly between you and the third-party service provider, not with RPH Digital LLC; and

(g) No Company Liability: RPH Digital LLC has no liability whatsoever for any services provided or not provided by third-party service providers.

2.4 No Verification, Endorsement, or Warranty

EXTREMELY IMPORTANT DISCLOSURE:

YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT:

(a) No Verification: RPH Digital LLC DOES NOT and WILL NOT verify, investigate, validate, confirm, check, examine, review, audit, inspect, or otherwise assess:

(i) The licensure, certification, professional credentials, or authorizations of any service provider;

(ii) The insurance status, coverage limits, policy validity, or insurability of any service provider;

(iii) The bonding status, bond amounts, or financial responsibility of any service provider;

(iv) The legal compliance, regulatory standing, good standing, or legal authorization of any service provider;

(v) The qualifications, skills, experience, training, education, or competence of any service provider;

(vi) The reputation, reviews, ratings, references, or past performance of any service provider;

(vii) The business practices, ethics, honesty, or integrity of any service provider;

(viii) The pricing, estimates, quotes, or fee structures of any service provider;

(ix) The availability, responsiveness, or willingness of any service provider;

(x) The quality, workmanship, timeliness, or fitness of services provided by any service provider;

(xi) The criminal history, background, or character of any service provider or their employees;

(xii) The financial stability, creditworthiness, or solvency of any service provider;

(xiii) The compliance of any service provider with local, state, or federal laws and regulations;

(xiv) Whether any service provider is subject to any disciplinary actions, complaints, lawsuits, or regulatory proceedings; or

(xv) Any other aspect, characteristic, quality, or attribute of any service provider.

(b) No Endorsement: The inclusion of any service provider in our network, the transmission of your information to any service provider, or the facilitation of contact with any service provider DOES NOT constitute an endorsement, recommendation, referral, approval, certification, guarantee, or warranty of any kind by RPH Digital LLC. We make no representations regarding any service provider;

(c) No Warranty: RPH Digital LLC provides NO WARRANTY, GUARANTEE, OR ASSURANCE of any kind regarding service providers, including but not limited to warranties of:

(i) Quality, workmanship, or fitness for purpose;

(ii) Timeliness, punctuality, or responsiveness;

(iii) Pricing, fairness, or value;

(iv) Licensure, insurance, or legal compliance;

(v) Safety, security, or lack of harm;

(vi) Honesty, integrity, or ethical conduct;

(vii) Ability or willingness to complete work;

(viii) Compliance with building codes, safety standards, or industry standards;

(ix) Accuracy of estimates, quotes, or representations;

(x) Absence of liens, disputes, or legal claims; or

(xi) Any other matter whatsoever.

(d) Your Sole Responsibility: IT IS YOUR SOLE, EXCLUSIVE, AND ABSOLUTE RESPONSIBILITY to:

(i) Conduct appropriate due diligence on any service provider you consider engaging;

(ii) Verify licensure, insurance, bonding, and certifications;

(iii) Check references, reviews, and past performance;

(iv) Confirm compliance with applicable laws and regulations;

(v) Obtain and review written estimates, contracts, and proposals;

(vi) Check for complaints with regulatory agencies and consumer protection bureaus;

(vii) Verify identity and legitimacy of service providers;

(viii) Confirm pricing, payment terms, and project scope;

(ix) Obtain appropriate permits and ensure code compliance;

(x) Protect your property and personal safety;

(xi) Make informed decisions about which service provider, if any, to engage; and

(xii) Bear all responsibility and risk for your choices and decisions.

2.5 Lead Sales and Data Monetization

CRITICAL BUSINESS MODEL DISCLOSURE:

YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT:

(a) Primary Revenue Source: The Company’s primary business model and revenue source is the SALE of consumer information (leads) to third parties;

(b) Your Information Will Be Sold: When you submit your information through our Services, your personal information, contact information, and service request details WILL BE SOLD, TRANSFERRED, SHARED, LICENSED, OR OTHERWISE PROVIDED to third-party service providers, marketing partners, call centers, call networks, and other entities;

(c) Multiple Sales: Your information may be sold to MULTIPLE parties simultaneously, potentially including eight (8) or more separate entities for each service request;

(d) Repeated Sales: Your information may be sold or shared multiple times, to multiple parties, over an extended period, even after you have engaged a service provider or completed your project;

(e) No Control After Sale: Once your information is sold or transferred to third parties, RPH Digital LLC has NO CONTROL over how those third parties use, share, store, or further disclose your information;

(f) Third-Party Contacts: You WILL BE CONTACTED by multiple third parties, potentially including numerous phone calls, text messages, and emails from various service providers and marketing entities;

(g) Ongoing Communications: These contacts may continue over an extended period unless you individually opt out with each entity that contacts you;

(h) Competitive Market: The third parties who receive your information may compete with one another for your business, and you may receive competing quotes, offers, and solicitations;

(i) No Guarantee of Contact: Despite the sale of your information, there is no guarantee that any service provider will contact you, respond to your inquiry, or provide services;

(j) Revenue Sharing: We may earn revenue through various models, including per-lead fees, revenue sharing, commissions, affiliate payments, subscription fees, licensing fees, and other monetization methods;

(k) Affiliate Relationships: We participate in affiliate networks and may receive compensation when you engage service providers;

(l) Data Value: Your information has monetary value to us and to third parties, and we may continue to derive value from your information over time; and

(m) Consent to Sale: BY USING OUR SERVICES, YOU EXPRESSLY CONSENT TO THE SALE AND MONETIZATION OF YOUR INFORMATION AS DESCRIBED IN THESE TERMS AND OUR PRIVACY POLICY.

2.6 Telecommunications and Call Routing

When you provide a telephone number through our Services or call a number displayed on our Website:

(a) Call Routing: Your call may be routed, transferred, forwarded, or connected to one or more third-party service providers or call centers;

(b) Call Networks: We participate in call routing networks, lead distribution networks, and telecommunications networks that facilitate consumer-provider connections;

(d) Call Recording: All calls may be recorded, monitored, logged, and retained for quality assurance, training, compliance, dispute resolution, and other business purposes;

(e) Caller ID: Your telephone number and caller identification information will be transmitted to service providers and call network participants;

(f) Third-Party Phone Systems: Calls may be processed through third-party telecommunications providers, VoIP services, and call routing platforms;

(g) No Guarantee of Connection: We do not guarantee that you will be successfully connected to a service provider or that any service provider will answer or return your call;

(h) Telephone Charges: You are responsible for any telephone charges, long-distance charges, or other costs associated with your calls; and

(i) Contact Authorization: By calling numbers displayed on our Website or providing your telephone number, you authorize us and our partners to contact you as described in our Privacy Policy and TCPA consent disclosure.

3. USER ELIGIBILITY AND ACCOUNT REQUIREMENTS

3.1 Age Requirements

You must be at least eighteen (18) years of age to use our Services. If you are under 18 years of age, you are strictly prohibited from accessing or using our Services, submitting any information, or contacting us in any manner. By using our Services, you represent and warrant that you are at least 18 years of age.

3.2 Legal Capacity

You represent and warrant that:

(a) You have the legal capacity and authority to enter into this Agreement;

(b) You are not prohibited by law from accessing or using our Services;

(d) If you are accepting on behalf of a business, organization, or entity, you have the authority to bind that entity to these Terms;

(e) You are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or designated as a “terrorist supporting” country;

(f) You are not listed on any U.S. government list of prohibited or restricted parties; and

(g) Your use of our Services will not violate any applicable law, regulation, ordinance, treaty, or agreement.

3.3 Accurate Information Requirement

You represent, warrant, and agree that:

(a) All information you provide through our Services is true, accurate, current, complete, and not misleading;

(b) You will maintain and promptly update all information to keep it accurate and current;

(d) You will not impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity;

(e) You will not use false or misleading contact information, including fake names, addresses, email addresses, or telephone numbers;

(f) You are the rightful owner or authorized user of all telephone numbers and email addresses you provide;

(g) You have the authority and legal right to provide the information you submit; and

(h) You acknowledge that we and third-party service providers will rely on the accuracy of the information you provide.

3.4 Geographic Restrictions

Our Services are intended for users located in the United States of America. If you access our Services from outside the United States:

(a) You do so at your own initiative and are responsible for compliance with applicable local laws;

(b) You acknowledge that your information will be transferred to, stored in, and processed in the United States;

(d) We make no representation that our Services are appropriate or available for use in other jurisdictions;

(e) We may restrict or deny access to our Services from certain geographic locations; and

(f) We reserve the right to limit the availability of our Services to any person, geographic area, or jurisdiction at any time.

3.5 Business Purpose Representation

You represent and warrant that you are using our Services for a genuine, legitimate business purpose, specifically to obtain information about or engage services for a real service need. You agree that you will not:

(a) Submit false or fictitious service requests;

(b) Use our Services for testing, research, or competitive intelligence purposes without our prior written consent;

(d) Use our Services to spam, harass, or abuse service providers;

(e) Use our Services to collect information about service providers, pricing, or market data;

(f) Use our Services in any manner that interferes with the legitimate operation of our business; or

(g) Engage in any fraudulent, deceptive, or improper use of our Services.

4. PROHIBITED USES AND CONDUCT

4.1 General Prohibitions

You agree that you will NOT:

(a) Violate any applicable local, state, federal, or international law, statute, ordinance, rule, or regulation;

(b) Infringe or violate any intellectual property rights, privacy rights, publicity rights, contractual rights, or other proprietary rights of any person or entity;

(d) Provide false, inaccurate, fraudulent, or misleading information;

(e) Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity;

(f) Interfere with, disrupt, or create an undue burden on our Services or the networks and systems connected to our Services;

(g) Attempt to gain unauthorized access to our Services, user accounts, computer systems, or networks connected to our Services;

(h) Use any robot, spider, scraper, crawler, or other automated means to access our Services for any purpose;

(g) Harvest, collect, or aggregate information about users or service providers from our Services;

(j) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of our Services;

(k) Bypass, circumvent, or disable any security features, access controls, or technological protection measures of our Services;

(l) Use our Services to transmit any viruses, malware, ransomware, trojan horses, worms, time bombs, corrupted files, or other malicious code;

(m) Use our Services to send spam, unsolicited communications, or chain letters;

(n) Use our Services for any illegal purpose or to facilitate or encourage illegal activity;

(o) Harass, abuse, threaten, harm, or intimidate any person, including our employees, service providers, or other users;

(p) Post, transmit, or disseminate any defamatory, libelous, obscene, pornographic, offensive, or objectionable content;

(q) Engage in any conduct that restricts or inhibits any person’s use or enjoyment of our Services;

(r) Use our Services for any commercial purpose not expressly authorized by these Terms;

(s) Frame, mirror, or create derivative works based on our Services without our prior written consent;

(t) Use our Services to collect, store, or disclose personal information about other users without their consent;

(u) Use our Services in any manner that could damage, disable, overburden, or impair our servers or interfere with any other party’s use of our Services;

(v) Attempt to probe, scan, or test the vulnerability of our Services or breach any security or authentication measures;

(w) Modify, adapt, translate, or create derivative works based on our Services;

(x) Remove, alter, obscure, or tamper with any copyright, trademark, or other proprietary rights notices;

(y) Use our Services to compete with us, develop competing services, or benchmark against our Services;

(z) Engage in any activity that violates these Terms or our policies; or

(aa) Encourage, assist, or enable any other person to do any of the foregoing.

4.2 Compliance with Laws

You agree to comply with all applicable laws and regulations in connection with your use of our Services, including but not limited to:

(a) Consumer protection laws and regulations;

(b) Privacy and data protection laws;

(d) Anti-spam laws, including the CAN-SPAM Act;

(e) Intellectual property laws;

(f) Securities laws and regulations;

(g) Export control laws and trade sanctions;

(h) Anti-money laundering laws;

(i) Laws prohibiting fraud, misrepresentation, and deceptive practices;

(j) Licensing and professional regulation laws; and

(k) Any other applicable laws, regulations, or industry standards.

4.3 Consequences of Prohibited Conduct

If you engage in any prohibited conduct or violate these Terms:

(a) We may immediately suspend or terminate your access to our Services without notice;

(b) We may delete any content or information you have submitted;

(d) We may take legal action against you, including seeking injunctive relief and monetary damages;

(e) You will remain liable for any damages, losses, or costs we incur as a result of your violation;

(f) You will indemnify us for any claims, damages, or liabilities arising from your conduct; and

(g) We reserve all other rights and remedies available under law or equity.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Company Ownership

All content, materials, features, functionality, software, code, text, graphics, images, photographs, videos, audio, data, information, trademarks, service marks, logos, trade dress, user interface, design, layout, compilation, and other intellectual property on or made available through our Services (collectively, “Company Content”) are owned by or licensed to RPH Digital LLC and are protected by United States and international intellectual property laws, including copyright, trademark, patent, trade secret, and other proprietary rights laws.

The Company Content includes but is not limited to:

(a) All website design, layout, visual interfaces, graphics, and user experience elements;

(b) All text, articles, blog posts, and written content;

(d) All databases, data compilations, and data structures;

(e) All trademarks, service marks, logos, and brand identifiers;

(f) All images, photographs, videos, and multimedia content;

(g) All forms, questionnaires, and information collection tools;

(h) All marketing materials, advertisements, and promotional content;

(i) All proprietary business methods, processes, and algorithms;

(j) All domain names and URLs associated with our Services; and

(k) All other intellectual property and proprietary materials.

5.2 Limited License to Users

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services for your personal, non-commercial use solely for the purpose of submitting service requests and obtaining information about services. This license does not include any right to:

(a) Reproduce, duplicate, copy, or replicate any portion of our Services;

(b) Sell, resell, license, sublicense, rent, lease, or otherwise commercially exploit our Services;

(d) Reverse engineer, decompile, disassemble, or discover the source code of our Services;

(e) Frame, mirror, or display our Services on any other website or platform;

(f) Use our Services for any competitive, commercial, or business intelligence purpose;

(g) Remove, obscure, or alter any proprietary rights notices;

(h) Download or store any substantial portion of our Services;

(i) Use automated means to access or interact with our Services; or

(j) Grant any sublicense or assign any rights under this license.

This license automatically terminates if you violate these Terms or if we terminate or suspend your access to our Services.

5.3 Trademarks

“RPH Digital,” “RPH Digital LLC,” our logo, and any other product or service names, logos, or slogans displayed on our Services are trademarks of RPH Digital LLC and may not be used without our prior written permission. All other trademarks, service marks, logos, trade names, and trade dress appearing on our Services are the property of their respective owners. Nothing on our Services grants you any license or right to use any Company or third-party trademarks without the express written permission of the trademark owner.

5.4 User Content License Grant

If you submit, post, upload, or transmit any content, information, materials, feedback, suggestions, ideas, comments, questions, or other communications to or through our Services (collectively, “User Content”), you grant to RPH Digital LLC and its affiliates, successors, and assigns a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers), non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, display, perform, and otherwise exploit such User Content in any form, media, or technology now known or later developed, for any purpose whatsoever, including commercial purposes, without compensation to you.

You further grant RPH Digital LLC the right to use your name, likeness, voice, and any other identifying information in connection with the use of your User Content, to the extent permitted by applicable law.

You represent and warrant that:

(a) You own or have all necessary rights, licenses, consents, and permissions to grant the above license;

(b) Your User Content does not and will not infringe, violate, or misappropriate any third-party rights;

(d) Your User Content complies with all applicable laws and these Terms; and

(e) You waive any moral rights or other rights of attribution with respect to your User Content.

5.5 Feedback and Suggestions

If you provide us with any feedback, suggestions, ideas, enhancement requests, or recommendations regarding our Services (“Feedback”), you acknowledge and agree that:

(a) All Feedback is provided voluntarily and without any obligation on our part;

(b) We may use, implement, or incorporate Feedback into our Services without any obligation to you;

(d) We have no obligation to compensate you for Feedback;

(e) You assign all rights, title, and interest in Feedback to RPH Digital LLC; and

(f) We are not obligated to implement, use, or respond to any Feedback.

5.6 Digital Millennium Copyright Act (DMCA) Compliance

We respect the intellectual property rights of others and expect our users to do the same. If you believe that any content on our Services infringes your copyright, please provide our designated Copyright Agent with the following information:

(a) A physical or electronic signature of the copyright owner or authorized representative;

(b) Identification of the copyrighted work claimed to have been infringed;

(c) Identification of the material that is claimed to be infringing and information reasonably sufficient to locate the material;

(d) Your contact information, including address, telephone number, and email address;

(e) A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; and

(f) A statement under penalty of perjury that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.

Our designated Copyright Agent for notice of copyright infringement can be reached at:

Copyright Agent RPH Digital LLC 8 The Green, Suite A Dover, DE 19901 Email: compliance@rphdigital.com

We will respond to valid DMCA notices in accordance with the Digital Millennium Copyright Act and may terminate the accounts of repeat infringers.

5.7 Reservation of Rights

All rights not expressly granted to you in these Terms are reserved by RPH Digital LLC and its licensors. Nothing in these Terms grants you any right or license to use any Company intellectual property except as expressly set forth herein.

6. DISCLAIMERS AND WARRANTIES

6.1 “AS IS” and “AS AVAILABLE” Basis

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICES AND ALL CONTENT, INFORMATION, MATERIALS, PRODUCTS, AND SERVICES INCLUDED ON OR MADE AVAILABLE THROUGH OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

6.2 Disclaimer of All Warranties

RPH DIGITAL LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY;

(b) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;

(c) WARRANTIES THAT OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, VIRUS-FREE, OR FREE FROM OTHER HARMFUL COMPONENTS;

(d) WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED;

(e) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR QUALITY OF ANY CONTENT, INFORMATION, OR MATERIALS ON OUR SERVICES;

(f) WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF OUR SERVICES;

(g) WARRANTIES THAT YOUR USE OF OUR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

(h) WARRANTIES THAT YOU WILL BE SUCCESSFULLY CONNECTED WITH SERVICE PROVIDERS;

(i) WARRANTIES THAT SERVICE PROVIDERS WILL CONTACT YOU, RESPOND TO YOUR INQUIRY, OR PROVIDE SERVICES;

(j) WARRANTIES REGARDING THE QUALITY, SUITABILITY, LEGALITY, TIMELINESS, OR FITNESS OF SERVICES PROVIDED BY THIRD-PARTY SERVICE PROVIDERS;

(k) WARRANTIES REGARDING THE LICENSURE, INSURANCE, BONDING, QUALIFICATIONS, OR LEGAL COMPLIANCE OF THIRD-PARTY SERVICE PROVIDERS;

(l) WARRANTIES THAT INFORMATION PROVIDED BY THIRD-PARTY SERVICE PROVIDERS IS ACCURATE, COMPLETE, OR RELIABLE;

(m) WARRANTIES REGARDING PRICING, ESTIMATES, QUOTES, OR COSTS PROVIDED BY SERVICE PROVIDERS;

(n) WARRANTIES THAT THIRD-PARTY SERVICE PROVIDERS ARE TRUSTWORTHY, HONEST, OR COMPETENT;

(o) WARRANTIES THAT YOUR INFORMATION WILL BE KEPT CONFIDENTIAL OR SECURE BY THIRD PARTIES;

(p) WARRANTIES REGARDING THE OUTCOME OR RESULTS OF ANY SERVICES PROVIDED BY THIRD PARTIES; AND

(q) ANY OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND WHATSOEVER.

6.3 Third-Party Service Provider Disclaimer

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

(a) RPH DIGITAL LLC IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES REGARDING ANY THIRD-PARTY SERVICE PROVIDER;

(b) WE DO NOT VERIFY, VALIDATE, ENDORSE, RECOMMEND, GUARANTEE, OR WARRANT ANY THIRD-PARTY SERVICE PROVIDER;

(d) WE HAVE NO CONTROL OVER THE ACTS, OMISSIONS, CONDUCT, QUALIFICATIONS, OR OPERATIONS OF ANY THIRD-PARTY SERVICE PROVIDER;

(e) ANY ENGAGEMENT OF A THIRD-PARTY SERVICE PROVIDER IS SOLELY AT YOUR OWN RISK;

(f) YOU ARE SOLELY RESPONSIBLE FOR VERIFYING CREDENTIALS, CHECKING REFERENCES, AND CONDUCTING DUE DILIGENCE ON ANY SERVICE PROVIDER;

(g) WE ARE NOT A PARTY TO ANY AGREEMENT, TRANSACTION, OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY SERVICE PROVIDER;

(h) WE HAVE NO LIABILITY FOR ANY SERVICES PROVIDED OR NOT PROVIDED BY THIRD-PARTY SERVICE PROVIDERS;

(i) WE ARE NOT LIABLE FOR ANY PROPERTY DAMAGE, PERSONAL INJURY, FINANCIAL LOSS, OR OTHER HARM CAUSED BY THIRD-PARTY SERVICE PROVIDERS;

(j) WE ARE NOT LIABLE FOR ANY FRAUD, MISREPRESENTATION, NEGLIGENCE, OR MISCONDUCT BY THIRD-PARTY SERVICE PROVIDERS;

(k) WE ARE NOT LIABLE FOR ANY BREACH OF CONTRACT, WARRANTY CLAIMS, OR OTHER DISPUTES BETWEEN YOU AND THIRD-PARTY SERVICE PROVIDERS; AND

(l) YOU RELEASE AND DISCHARGE RPH DIGITAL LLC FROM ANY AND ALL CLAIMS ARISING FROM YOUR INTERACTIONS WITH OR SERVICES PROVIDED BY THIRD-PARTY SERVICE PROVIDERS.

6.4 No Professional Advice

THE INFORMATION PROVIDED ON OR THROUGH OUR SERVICES IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE PROFESSIONAL ADVICE OF ANY KIND. WE DO NOT PROVIDE LEGAL ADVICE, MEDICAL ADVICE, FINANCIAL ADVICE, TAX ADVICE, TECHNICAL ADVICE, OR ANY OTHER TYPE OF PROFESSIONAL ADVICE.

YOU SHOULD CONSULT WITH APPROPRIATE QUALIFIED PROFESSIONALS BEFORE MAKING ANY DECISIONS BASED ON INFORMATION OBTAINED THROUGH OUR SERVICES. RELIANCE ON ANY INFORMATION PROVIDED ON OR THROUGH OUR SERVICES IS SOLELY AT YOUR OWN RISK.

6.5 Internet and Technology Risks

YOU ACKNOWLEDGE AND AGREE THAT:

(a) Use of the internet and electronic communications involves risks, including but not limited to security breaches, unauthorized access, data interception, viruses, malware, and system failures;

(b) Electronic communications may be subject to delays, non-delivery, or misdirection;

(d) We cannot guarantee the security of any information transmitted to or from our Services;

(e) You assume all risk associated with using the internet and electronic communications; and

(f) We are not responsible for any loss, damage, or harm resulting from internet or technology-related risks.

6.6 State-Specific Warranties

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7. LIMITATION OF LIABILITY

7.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RPH DIGITAL LLC, ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, CONTRACTORS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, “COMPANY PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;

(b) DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, GOODWILL, OR REPUTATION;

(d) DAMAGES FOR PERSONAL INJURY, PROPERTY DAMAGE, EMOTIONAL DISTRESS, OR PAIN AND SUFFERING;

(e) DAMAGES FOR BUSINESS INTERRUPTION, WORK STOPPAGE, OR COMPUTER FAILURE;

(f) DAMAGES ARISING FROM YOUR INABILITY TO USE OUR SERVICES;

(g) DAMAGES ARISING FROM ANY ERRORS, MISTAKES, INACCURACIES, OR OMISSIONS IN CONTENT;

(h) DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO YOUR INFORMATION;

(i) DAMAGES ARISING FROM ANY SECURITY BREACH, DATA BREACH, OR COMPROMISE OF YOUR INFORMATION;

(j) DAMAGES ARISING FROM THE SALE, TRANSFER, OR DISCLOSURE OF YOUR INFORMATION TO THIRD PARTIES;

(k) DAMAGES ARISING FROM ANY TELEPHONE CALLS, TEXT MESSAGES, OR EMAILS YOU RECEIVE AS A RESULT OF USING OUR SERVICES;

(l) DAMAGES ARISING FROM YOUR INTERACTIONS WITH OR SERVICES PROVIDED BY THIRD-PARTY SERVICE PROVIDERS;

(m) DAMAGES ARISING FROM THE ACTS, OMISSIONS, NEGLIGENCE, FRAUD, MISREPRESENTATION, OR MISCONDUCT OF THIRD-PARTY SERVICE PROVIDERS;

(n) DAMAGES ARISING FROM ANY PROPERTY DAMAGE, PERSONAL INJURY, FINANCIAL LOSS, OR OTHER HARM CAUSED BY THIRD-PARTY SERVICE PROVIDERS;

(o) DAMAGES ARISING FROM ANY DEFECTIVE, SUBSTANDARD, DELAYED, OR INCOMPLETE SERVICES PROVIDED BY THIRD PARTIES;

(p) DAMAGES ARISING FROM THE LACK OF LICENSURE, INSURANCE, BONDING, OR QUALIFICATIONS OF THIRD-PARTY SERVICE PROVIDERS;

(q) DAMAGES ARISING FROM ANY BREACH OF CONTRACT, WARRANTY CLAIM, OR DISPUTE WITH THIRD-PARTY SERVICE PROVIDERS;

(r) DAMAGES ARISING FROM ANY LIEN, CLAIM, LAWSUIT, OR LEGAL PROCEEDING RELATED TO SERVICES PROVIDED BY THIRD PARTIES;

(s) DAMAGES ARISING FROM ANY REGULATORY VIOLATIONS, CODE VIOLATIONS, OR ILLEGAL CONDUCT BY THIRD-PARTY SERVICE PROVIDERS;

(t) DAMAGES ARISING FROM ANY FAILURE TO VERIFY OR INVESTIGATE THIRD-PARTY SERVICE PROVIDERS;

(u) DAMAGES ARISING FROM ANY CONTENT, INFORMATION, OR MATERIALS PROVIDED BY THIRD PARTIES;

(v) DAMAGES ARISING FROM ANY VIRUSES, MALWARE, OR OTHER HARMFUL CODE;

(w) DAMAGES ARISING FROM ANY INTERRUPTION, SUSPENSION, OR TERMINATION OF OUR SERVICES;

(x) DAMAGES ARISING FROM ANY MODIFICATIONS TO OUR SERVICES OR THESE TERMS;

(y) DAMAGES ARISING FROM ANY BUGS, ERRORS, OR TECHNICAL ISSUES;

(z) DAMAGES ARISING FROM YOUR RELIANCE ON ANY INFORMATION PROVIDED ON OR THROUGH OUR SERVICES; OR

(aa) ANY OTHER DAMAGES OF ANY KIND WHATSOEVER,

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Cap on Total Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES, THESE TERMS, OR OUR PRIVACY POLICY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:

(a) ONE HUNDRED DOLLARS ($100.00); OR

(b) THE AMOUNT, IF ANY, THAT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7.3 Essential Basis of Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS ARE FUNDAMENTAL, ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND RPH DIGITAL LLC, AND THAT WE WOULD NOT PROVIDE THE SERVICES OR ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

7.4 State-Specific Provisions

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8. INDEMNIFICATION

8.1 Your Indemnification Obligation

You agree to indemnify, defend, and hold harmless the Company Parties from and against any and all claims, demands, actions, suits, proceedings, investigations, liabilities, judgments, settlements, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees, expert fees, court costs, and litigation expenses) arising out of or related to:

(a) Your use or misuse of our Services;

(b) Your violation of these Terms or our Privacy Policy;

(d) Your provision of false, inaccurate, fraudulent, or misleading information;

(e) Your User Content or any content you submit, post, upload, or transmit;

(f) Your interactions, communications, transactions, or relationships with third-party service providers;

(g) Any services provided or not provided by third-party service providers;

(h) Any disputes, claims, controversies, or litigation between you and third-party service providers;

(i) Any contracts, agreements, or transactions you enter into with third-party service providers;

(j) Any property damage, personal injury, death, financial loss, or other harm arising from services provided by third-party service providers;

(k) Your failure to verify credentials, licensure, insurance, bonding, or qualifications of service providers;

(l) Any negligence, fraud, misrepresentation, or misconduct by third-party service providers;

(m) Any liens, claims, lawsuits, or legal proceedings related to services provided by third parties;

(n) Any code violations, permit issues, or regulatory non-compliance related to services provided by third parties;

(o) Your infringement or misappropriation of any intellectual property, privacy, publicity, or other proprietary right;

(p) Your breach of any representation, warranty, covenant, or obligation in these Terms;

(q) Any unauthorized access to your account resulting from your failure to safeguard credentials;

(r) Your negligence, recklessness, or willful misconduct;

(s) Any defamatory, libelous, or otherwise tortious statements or conduct by you;

(t) Your violation of any person’s privacy, publicity, or data protection rights; and

(u) Any other matter related to your use of our Services, your conduct, or your relationship with us or third parties.

8.2 Defense and Control

The Company Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company Parties in asserting any available defenses and providing any information or assistance reasonably requested.

You may not settle, compromise, or resolve any claim subject to this indemnification provision without the prior written consent of RPH Digital LLC, which consent may be withheld in our sole discretion.

8.3 Notice of Claims

You agree to promptly notify us of any claim, demand, or action for which you may be required to provide indemnification hereunder. Failure to provide prompt notice may relieve us of any obligation to indemnify you to the extent we are prejudiced by such failure.

8.4 Survival

Your indemnification obligations under this Section shall survive the termination or expiration of these Terms and your use of our Services.

9. DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER

9.1 Informal Dispute Resolution Requirement

Before filing any formal legal action or initiating arbitration, you and RPH Digital LLC agree to first attempt to resolve any dispute, controversy, claim, or disagreement arising out of or relating to these Terms, our Privacy Policy, our Services, or your relationship with us (collectively, “Disputes”) through good-faith informal negotiations.

To initiate informal dispute resolution:

(a) The party raising the Dispute must send written notice to the other party describing the Dispute in detail, including the specific facts giving rise to the Dispute, the legal theories asserted, the relief sought, and any supporting documentation;

(b) Notices to RPH Digital LLC must be sent to: compliance@rphdigital.com and by mail to RPH Digital LLC, Attention: Legal Department, 8 The Green, Suite A, Dover, DE 19901;

(d) During this period, both parties must engage meaningfully in the negotiation process and consider reasonable resolution proposals;

(e) Neither party may file a lawsuit or initiate arbitration until the sixty (60) day negotiation period has expired; and

(f) This requirement applies to all Disputes, including individual claims and any purported class, collective, or representative claims.

Failure to comply with this informal dispute resolution requirement may result in dismissal of any subsequently filed claim or action.

9.2 Binding Arbitration Agreement

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

If the Dispute cannot be resolved through informal negotiation within sixty (60) days, you and RPH Digital LLC agree that any and all Disputes shall be resolved exclusively through binding individual arbitration rather than in court, except as specified in Section 9.8 below.

YOU AND RPH DIGITAL LLC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING.

(a) Arbitration Administrator: Arbitration shall be administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”), as modified by this Agreement. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-5267. If JAMS is unavailable or unwilling to arbitrate, the parties shall mutually agree on an alternative arbitration administrator, or if they cannot agree, either party may petition a court of competent jurisdiction to appoint an arbitrator;

(b) Arbitrator Authority: The arbitrator shall have exclusive authority to resolve all Disputes, including but not limited to disputes regarding the existence, scope, validity, interpretation, arbitrability, or enforceability of this arbitration agreement, and any claim that all or part of this arbitration agreement is void or voidable. The arbitrator shall have the authority to grant any remedy or relief that would be available in court under law or in equity, including injunctive relief and specific performance;

(c) Location: Arbitration shall take place in New Castle County, Delaware, unless the parties mutually agree to another location or to conduct the arbitration telephonically, by videoconference, or through written submissions;

(d) Arbitration Fees and Costs: Each party shall bear their own costs and expenses, including their own attorneys’ fees, except that the Company will pay your share of arbitration filing fees to the extent required by applicable law or the JAMS Rules. The arbitrator may award costs and attorneys’ fees to the prevailing party to the extent permitted by applicable law;

(e) Arbitration Hearing: If the amount in controversy is $10,000 or less, the arbitration shall be conducted through written submissions only, unless either party requests a hearing. If the amount in controversy exceeds $10,000, either party may request a hearing. The arbitrator shall set reasonable procedures for conducting any hearing, including telephonic or video conference hearings;

(f) Award and Judgment: The arbitrator shall issue a written decision and award within a reasonable time after the conclusion of the arbitration. The arbitrator’s decision and award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall provide a written statement of decision explaining the factual and legal basis for the award;

(g) Confidentiality: The arbitration proceedings, including all filings, documents, testimony, and the arbitrator’s award, shall be kept confidential to the maximum extent permitted by law, except as necessary to enter judgment on the award, or as required by law or court order;

(h) Discovery: Discovery shall be limited as provided in the JAMS Rules, and the arbitrator may further limit discovery to ensure efficient and cost-effective resolution of Disputes;

(i) Governing Law: The Federal Arbitration Act (9 U.S.C. §§ 1-16) governs the interpretation and enforcement of this arbitration agreement. The substantive law of the State of Delaware, without regard to its conflict of law principles, shall govern all other aspects of the Dispute;

(j) Severability: If any portion of this arbitration agreement is found to be invalid or unenforceable, the remainder shall remain in full force and effect, except that if the Class Action Waiver in Section 9.3 is found invalid or unenforceable, this entire arbitration agreement (but not the remainder of these Terms) shall be null and void; and

(k) Survival: This arbitration agreement shall survive the termination of these Terms and your relationship with RPH Digital LLC.

9.3 Class Action and Jury Trial Waiver

IMPORTANT: THIS SECTION CONTAINS A CLASS ACTION WAIVER AND JURY TRIAL WAIVER. PLEASE READ IT CAREFULLY.

YOU AND RPH DIGITAL LLC AGREE THAT:

(a) Individual Basis Only: Each party may bring Disputes against the other party only in an individual capacity and not as a plaintiff or class member in any purported class, consolidated, representative, collective, private attorney general, or other similar proceeding;

(b) No Class Actions: There shall be no right or authority for any Dispute to be brought, heard, or arbitrated as a class action, collective action, private attorney general action, or any other type of representative proceeding;

(c) No Consolidation: The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative, class, or consolidated proceeding;

(d) No Class Relief: The arbitrator may award relief (including monetary, injunctive, and declaratory 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;

(e) Waiver of Jury Trial: YOU AND RPH DIGITAL LLC EACH HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY;

(f) Opt-Out Period: You may opt out of this Class Action Waiver and arbitration agreement by sending written notice to RPH Digital LLC at 8 The Green, Suite A, Dover, DE 19901, within thirty (30) days of your first use of our Services. Your opt-out notice must be personally signed by you, state that you are opting out of the arbitration agreement and class action waiver, and include your name, address, email address, and the date of your first use of our Services;

(g) Effect of Invalid Class Action Waiver: If the Class Action Waiver is found to be invalid, void, or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), then that claim or request for relief shall be severed and brought in court, and the remainder of the Dispute shall proceed in arbitration; and

(h) Mutual Agreement: This Class Action Waiver is a mutual agreement between you and RPH Digital LLC, and both parties agree to be bound by its terms.

BY AGREEING TO THESE TERMS, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT, INCLUDING YOUR RIGHT TO A JURY TRIAL, AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING.

9.4 Mass Filing Procedures

If twenty-five (25) or more similar arbitration demands are asserted against RPH Digital LLC by the same or coordinated counsel or entities (a “Mass Filing”), the parties agree to the following additional procedures:

(a) Bellwether Proceedings: The parties shall select twenty (20) cases (ten selected by each side) to proceed first in arbitration as “bellwether” cases. Only those twenty cases may be filed with JAMS and only those filing fees will be due;

(b) Stay of Other Cases: The remaining cases shall not be filed or deemed filed with JAMS until the bellwether proceedings are resolved, and the arbitration administrator shall not assess any fees in connection with those cases;

(c) Global Resolution Discussions: The parties agree to engage in good faith global resolution discussions after the bellwether cases are resolved;

(d) Proceeding with Remaining Cases: If the parties cannot reach a global resolution, the remaining cases may proceed in accordance with the procedures set forth in this arbitration agreement; and

(e) Statute of Limitations: Any applicable statute of limitations shall be tolled for all cases from the time the first demand for Mass Filing arbitration is received until the case proceeds to arbitration or is resolved.

9.5 Exceptions to Arbitration

Notwithstanding the agreement to arbitrate in Section 9.2, either party may:

(a) Bring an individual action in small claims court if the claim qualifies and remains in small claims court;

(b) Seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, trade secrets, or confidential information;

(d) Enforce an arbitration award in any court of competent jurisdiction.

9.6 No Waiver of Arbitration

No waiver of this arbitration agreement shall be valid unless in writing and signed by both parties. The Company’s failure to insist upon or enforce strict performance of this arbitration agreement shall not constitute a waiver of any provision or any right under this arbitration agreement.

9.7 Statute of Limitations

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION AROSE, OR IT SHALL BE FOREVER BARRED, REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY.

9.8 Governing Law and Venue

These Terms and any Disputes shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

To the extent that the arbitration agreement does not apply or is found to be unenforceable with respect to any Dispute, you and RPH Digital LLC agree that such Dispute shall be brought exclusively in the state or federal courts located in New Castle County, Delaware. You hereby irrevocably consent and submit to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue.

10. TERMINATION AND SUSPENSION

10.1 Termination by You

You may terminate your use of our Services at any time by ceasing to access or use our Services. However, termination does not:

(a) Release you from any obligations, liabilities, or responsibilities that accrued prior to termination;

(b) Affect the validity or enforceability of these Terms with respect to past conduct;

(d) Prevent third parties from continuing to use information we provided to them prior to termination;

(e) Affect any provisions of these Terms that by their nature should survive termination; or

(f) Require us to delete information collected prior to termination except as required by applicable law.

10.2 Termination or Suspension by Company

We reserve the right, in our sole and absolute discretion, to terminate, suspend, restrict, or disable your access to our Services at any time, for any reason or no reason, with or without notice, including but not limited to if:

(a) You violate or breach any provision of these Terms or our Privacy Policy;

(b) You engage in any prohibited conduct or fraudulent activity;

(d) We are required to do so by law, regulation, court order, or governmental authority;

(e) We determine that your use of our Services poses a risk to us, other users, third parties, or the public;

(f) Your use of our Services could create legal liability for us or harm our reputation or business;

(g) We decide to discontinue all or any part of our Services;

(h) We determine, in our sole discretion, that continuing to provide Services to you is not in our best interest; or

(i) For any other reason we deem appropriate.

10.3 Effect of Termination

Upon termination or suspension of your access:

(a) Your right to use our Services shall immediately cease;

(b) All licenses and rights granted to you under these Terms shall immediately terminate;

(d) We may, but are not obligated to, delete any information or content you have submitted;

(e) We are not required to provide any refund, credit, or compensation;

(f) You remain liable for all obligations, liabilities, and responsibilities incurred prior to termination;

(g) All provisions of these Terms that by their nature should survive termination shall remain in full force and effect, including but not limited to: disclaimers, limitations of liability, indemnification obligations, arbitration agreement, class action waiver, intellectual property provisions, and governing law provisions; and

(h) We may continue to use, sell, or disclose information collected prior to termination.

10.4 No Liability for Termination

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RPH DIGITAL LLC SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION, SUSPENSION, RESTRICTION, OR MODIFICATION OF YOUR ACCESS TO OUR SERVICES.

11. MISCELLANEOUS PROVISIONS

11.1 Entire Agreement

These Terms and Conditions, together with our Privacy Policy and any Additional Terms, constitute the entire agreement between you and RPH Digital LLC regarding your use of our Services and supersede all prior or contemporaneous understandings, agreements, representations, warranties, communications, or negotiations, whether written or oral, regarding such subject matter.

11.2 Severability

If any provision of these Terms is found by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent to the maximum extent possible. If such modification is not possible, the invalid, illegal, or unenforceable provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision.

11.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of RPH Digital LLC to be effective. No waiver granted on one occasion shall constitute a waiver on any other occasion or of any other provision.

11.4 Assignment

You may not assign, transfer, delegate, or sublicense your rights or obligations under these Terms, in whole or in part, to any person or entity without our prior written consent. Any attempted assignment in violation of this provision shall be null and void.

RPH Digital LLC may freely assign, transfer, or delegate its rights and obligations under these Terms, in whole or in part, without restriction and without notice to you, including but not limited to:

(a) To any affiliate, subsidiary, parent company, or related entity;

(b) In connection with any merger, acquisition, consolidation, sale of assets, or corporate reorganization;

(d) To any lender or investor as collateral; or

(e) For any other business purpose.

Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their successors, and permitted assigns.

11.5 Headings and Interpretation

The section and paragraph headings in these Terms are for convenience and reference only and shall not affect the interpretation, construction, or meaning of any provision. In these Terms:

(a) “Including” means “including but not limited to” and does not limit the generality of any description;

(b) “Or” is used in the inclusive sense of “and/or”;

(d) References to sections, paragraphs, or provisions refer to sections, paragraphs, or provisions of these Terms unless otherwise specified;

(e) “You” includes any person or entity using our Services; and

(f) Examples are illustrative and not exhaustive.

11.6 No Third-Party Beneficiaries

These Terms are for the sole and exclusive benefit of you and RPH Digital LLC (and the Company Parties for purposes of indemnification and limitation of liability). Nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever. No third party shall be entitled to enforce any provision of these Terms.

11.7 Force Majeure

RPH Digital LLC shall not be liable for any failure or delay in performing our obligations under these Terms to the extent such failure or delay is caused by circumstances beyond our reasonable control, including but not limited to:

(a) Acts of God, natural disasters, fires, floods, earthquakes, hurricanes, or severe weather;

(b) War, terrorism, riots, civil unrest, insurrection, or acts of public enemies;

(d) Epidemics, pandemics, or public health emergencies;

(e) Government actions, embargoes, sanctions, or regulatory changes;

(f) Power failures, telecommunications failures, or internet outages;

(g) Cyberattacks, hacking, or security breaches;

(h) Supplier or vendor failures;

(i) Shortages of materials, equipment, transportation, or facilities; or

(j) Any other cause beyond our reasonable control, whether similar or dissimilar to the foregoing.

During any force majeure event, our obligations shall be suspended for the duration of the event, and we shall be entitled to a reasonable extension of time for performance.

11.8 Language

These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall control and prevail in the event of any conflict, ambiguity, or inconsistency between the English version and any translation.

11.9 Electronic Communications and Signatures

You consent to receive communications from us electronically, including by email, text message, or by posting notices on our Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Your use of our Services and acceptance of these Terms constitutes your electronic signature and manifestation of assent, which has the same legal effect as a physical signature.

11.10 Notice Requirements

Any notices or other communications required or permitted under these Terms must be in writing and shall be deemed given when:

(a) Delivered personally;

(b) Sent by confirmed email transmission;

(d) Received by nationally recognized overnight courier service.

Notices to RPH Digital LLC must be sent to: RPH Digital LLC Attention: Legal Department 8 The Green, Suite A Dover, DE 19901 Email: compliance@rphdigital.com

Notices to you will be sent to the email address or physical address you provided to us. You are responsible for ensuring that your contact information is current and accurate.

11.11 Relationship of Parties

You and RPH Digital LLC are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and RPH Digital LLC. Neither party has the authority to bind the other or to incur any obligation on the other’s behalf without prior written consent.

11.12 Equitable Remedies

You acknowledge and agree that:

(a) A breach of these Terms may cause irreparable harm to RPH Digital LLC for which monetary damages would be an inadequate remedy;

(b) RPH Digital LLC shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the necessity of proving actual damages or posting a bond; and

11.13 Cumulative Remedies

All rights and remedies provided in these Terms are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties, or otherwise.

11.14 No Agency for Third Parties

Nothing in these Terms authorizes you to act as our agent, representative, or to bind us in any manner. You have no authority to make any commitments on our behalf, and you may not represent yourself as our agent, employee, partner, or affiliate.

11.15 Government Rights

If you are a U.S. government entity or if this Agreement is entered into for purposes of a government contract, our Services constitute commercial computer software and commercial computer software documentation, and you acknowledge that you have only the rights in our Services as provided in these Terms, in accordance with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202-1 through 227.7202-4, as applicable.

11.16 Export Controls

You acknowledge that our Services and the underlying technology may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and import control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and the sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control. You represent and warrant that:

(a) You are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or designated as a “terrorist supporting” country;

(b) You are not listed on any U.S. government list of prohibited or restricted parties, including the Treasury Department’s List of Specially Designated Nationals or the Commerce Department’s Denied Persons List;

(d) You will not export, re-export, or transfer our Services or any related technical data to any prohibited country, entity, or person without proper authorization.

11.17 Survival

The following provisions shall survive any termination or expiration of these Terms: Sections 2 (Description of Services), 5 (Intellectual Property Rights), 6 (Disclaimers and Warranties), 7 (Limitation of Liability), 8 (Indemnification), 9 (Dispute Resolution and Arbitration), and 11 (Miscellaneous Provisions), as well as any other provisions that by their nature should survive termination.

11.18 Amendments and Modifications

No amendment, modification, or waiver of these Terms shall be valid or binding unless made in writing and signed by an authorized representative of RPH Digital LLC. We reserve the right to amend these Terms at any time as provided in Section 1.6.

11.19 Counterparts

These Terms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and digital copies shall have the same legal effect as original signatures and paper copies.

11.20 Construction

These Terms shall not be construed more strictly against either party regardless of who drafted them. Any ambiguity shall not be resolved against the drafter. Both parties have had the opportunity to review these Terms and seek legal counsel if desired.

12. SPECIFIC INDUSTRY DISCLOSURES

12.1 Home Services Disclaimer

If you are seeking home services (including but not limited to plumbing, electrical, HVAC, roofing, remodeling, or other contractor services):

MANDATORY DISCLOSURE:

(a) Licensing Requirements: Most states and localities require contractors to be licensed. It is YOUR responsibility to verify that any contractor you engage holds all necessary licenses, permits, and certifications required in your jurisdiction;

(b) Insurance and Bonding: It is YOUR responsibility to verify that contractors carry adequate general liability insurance, workers’ compensation insurance (if required), and bonding (if required);

(c) Written Contracts: Always obtain written contracts, detailed estimates, and scope of work documents before authorizing any work;

(d) Permits: Many home improvement projects require building permits. It is YOUR responsibility to ensure that proper permits are obtained;

(e) Payment Protection: Never pay the full amount upfront. Follow recommended payment schedules and consider using escrow services for large projects;

(f) Lien Waivers: Obtain lien waivers from contractors and subcontractors to protect against mechanic’s liens on your property;

(g) Verification Resources: Check with your state’s contractor licensing board, Better Business Bureau, consumer protection agency, and online review platforms before hiring any contractor;

(h) Code Compliance: Ensure all work complies with local building codes and regulations; and

(i) Warranty Information: Obtain written warranties for materials and workmanship.

WARNING: Unlicensed contractors may perform substandard work, may not carry insurance, may not be subject to regulatory oversight, and may leave you with no legal recourse if problems arise.

12.2 Legal Services Disclaimer

If you are seeking legal services:

IMPORTANT LEGAL DISCLAIMERS:

(a) Attorney Licensing: RPH Digital LLC is NOT a law firm and does NOT provide legal advice, legal representation, or legal services of any kind. All legal services must be provided by licensed attorneys;

(b) Attorney-Client Relationship: No attorney-client relationship is created between you and RPH Digital LLC. Any attorney-client relationship is directly between you and the attorney you choose to engage;

(c) Bar Association Requirements: It is YOUR responsibility to verify that any attorney you engage is licensed to practice law in your jurisdiction and is in good standing with the state bar association;

(d) Professional Conduct: Attorneys are subject to professional rules of conduct and ethical obligations. If you have complaints about an attorney’s conduct, contact your state bar association;

(e) Fee Agreements: Always obtain written fee agreements that clearly specify the attorney’s fees, billing rates, expenses, and payment terms before engaging legal services;

(f) Conflict of Interest: Ensure that any attorney you engage does not have conflicts of interest that would prevent them from representing you;

(g) No Guarantee of Outcome: Legal outcomes depend on many factors beyond anyone’s control. No attorney can guarantee a specific result;

(h) Statute of Limitations: Legal claims are subject to statutes of limitations. Consult with an attorney promptly to protect your rights;

(i) Confidentiality: Attorney-client communications are generally confidential, but confidentiality rules do not apply to communications with RPH Digital LLC; and

(j) Independent Judgment: Make your own independent decision about which attorney to hire based on your own due diligence, consultations, and assessment.

STATE-SPECIFIC ATTORNEY ADVERTISING RULES: Some states have specific requirements for attorney advertising and referral services. The attorneys who contact you are responsible for complying with applicable advertising rules in their jurisdictions.

13. CONTACT INFORMATION AND CUSTOMER SERVICE

13.1 How to Contact Us

If you have questions, concerns, complaints, or feedback regarding these Terms, our Services, or your use of our Services, you may contact us:

By Email: compliance@rphdigital.com

By Mail: RPH Digital LLC Attention: Customer Service 8 The Green, Suite A Dover, DE 19901

By Telephone: [Insert Phone Number if Available]

13.2 Response Time

We will make reasonable efforts to respond to inquiries within thirty (30) business days, though response times may vary depending on the nature, complexity, and volume of inquiries. We are not obligated to respond to all inquiries, and our responses do not waive any rights or defenses.

13.3 Complaints and Dispute Inquiries

Before initiating formal legal action or arbitration, we encourage you to contact us to attempt to resolve any issues informally. Please provide detailed information about your concern and allow us a reasonable opportunity to address it.

13.4 Regulatory Inquiries

For questions about our compliance with privacy laws, data protection regulations, or other regulatory matters, contact: compliance@rphdigital.com

14. ACKNOWLEDGMENT AND ACCEPTANCE

CRITICAL ACKNOWLEDGMENT:

BY USING OUR SERVICES IN ANY MANNER, YOU EXPRESSLY ACKNOWLEDGE, REPRESENT, WARRANT, AND AGREE THAT:

(a) You have carefully read these Terms and Conditions and our Privacy Policy in their entirety;

(b) You understand and agree to all provisions contained herein;

(d) You understand that we sell your information to multiple third parties;

(e) You understand that we do NOT verify the licensure, insurance, bonding, or qualifications of service providers;

(f) You understand that you assume ALL RISK when engaging third-party service providers;

(g) You understand and agree to the arbitration agreement and class action waiver;

(h) You understand and agree to the limitations of liability and disclaimers;

(i) You understand and agree to indemnify us as described herein;

(j) You meet all eligibility requirements;

(k) You have the legal capacity and authority to enter into this Agreement;

(l) This Agreement is legally binding and enforceable against you;

(m) You will comply with all provisions of these Terms;

(n) You have had sufficient opportunity to seek legal counsel if desired; and

(o) If you do not agree to these Terms, you will immediately cease all use of our Services.

YOUR USE OF OUR SERVICES CONSTITUTES YOUR UNCONDITIONAL ACCEPTANCE OF THESE TERMS AND CONDITIONS.

15. EFFECTIVE DATE

Effective Date: October 9, 2021

Last Updated: October 9, 2025

END OF TERMS AND CONDITIONS

These Terms and Conditions constitute a legally binding agreement. By using our Services, you agree to be bound by these Terms.# TERMS AND CONDITIONS OF USE

Last Updated: October 9, 2025

Effective Date: October 9, 2025