Through your access to the Rightfully Portal and utilization of the Services in the capacity of a Client or a Demo User, you affirm your comprehension and acknowledgment of the Agreement. Consequently, you express your acceptance of all stipulations within the Agreement. Rightfully retains the prerogative to modify or augment this Agreement at its exclusive discretion, without constraint. It is recommended that you periodically review the Agreement for potential revisions or additions that might bear relevance to you. Subsequent to modifications to the Agreement, your ongoing use of the Service and/or the Rightfully Portal signifies your concurrence with the aforementioned alterations.
Failure to adhere to or breach of the Agreement could lead to the suspension or termination of your Account or License for utilizing the Service.
1.1 “Account” means Client’s account with Rightfully for use of the Services by Client.
1.2 “API” means the application programming interface made available to You by Amazon that facilitates the provision of Services to You.
1.3 “Demo User” means a party using the Services in a manner authorized by Rightfully in a limited manner, as determined by Rightfully, in its sole discretion.
1.4 “Client” means the party authorized under the Agreement to use the Services, including as a Demo User.
1.5 “Client Data” means any and all information, data, materials, works, expressions, documentation, or other content, including any that are (a) uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by or on behalf of Client for processing by or through the Services, or (b) collected, downloaded, or otherwise received by Rightfully for or from Client or third party pursuant to this Agreement or at the written request or instruction of Client, including, without limitation, all personally identifiable information of Client’s Clients, back up, invoices, and packing slips, FBA Inbound Shipment, Discrepancies, and any other documentation of Client’s shipments and products. For the avoidance of doubt, Client Data does not include any Technology or Resultant Data.
1.6 “Discrepancies” means when the quantity of Client’s products shipped (as shown in Client Data) is greater than the quantity of Client’s products that Amazon acknowledges it has received.
1.7 “Documentation” means all materials, including drawings, diagrams, specifications, product descriptions, manuals and instructions that Rightfully provides (either in digital or hard copy form) to assist and define Client’s use of the Services.
1.8 “Eligible Claim” means a date after the Waiting Period (defined in Section 3.1A hereof) so that Discrepancies may be filed as a claim by Rightfully on Client’s behalf.
1.9 “FBA Inbound Shipments” means the shipments of inventory sent by Client to Amazon at Amazon’s fulfillment centers to be fulfilled by Amazon.
1.10 “Fees” means the monetary obligations owed by the Client to Rightfully, calculated at twenty-five percent (25%) of all reimbursements, payments, and credits secured for the Client via Rightfully and/or its Services. It's important to note that these fees may be subject to change. Additionally, the term "Additional Fees" refers to the monetary obligations the Client owes to Rightfully, which may arise from (i) the Client's utilization of features or functionalities within the Rightfully Portal that fall beyond the confines of the Agreement, and/or (ii) any extra tasks requested by the Client that extend beyond the parameters established in the Agreement. The applicable rate for such Additional Fees will be determined by an hourly rate specified in a written addendum, a document that requires the signatures of both Rightfully and the Client. Please be aware that these rates may also be subject to change.
1.11 “Rightfully” means YML Solutions LLC doing business as Rightfully or any successor or assignee, subcontractor, independent contractor performing the Services partner, or joint venturer of Rightfully. “Rightfully” also means a third-party intermediary retained by or working with or on behalf of Rightfully, to manage payment processing of Fees and Additional Fees.
1.12 “Rightfully Portal” means the dashboard provided by Rightfully through the Technology.
1.13 “Intellectual Property Rights” means patents, patentable rights, copyright, design rights, utility models, trademarks (including Marks), trade names, rights in domain names, rights in inventions, database rights, rights in know-how and confidential information as described herein, and all other intellectual property and all pending applications for any of the foregoing and including all renewals, extensions, revivals and all accrued rights of action.
1.14 “Insolvency Event” means, in relation to either party, any of the following events: (a) the party commences a voluntary case under title 11 of the United States Code or the corresponding provisions of any successor laws; (b) anyone commences an involuntary case against the party under title 11 of the United States Code or the corresponding provisions of any successor laws and either (i) the case is not dismissed by midnight at the end of the 60th day after commencement or (ii) the court before which the case is pending issues an order for relief or similar order approving the case; (c) a court of competent jurisdiction appoints, or the party makes an assignment of all or substantially all of its assets to, a custodian (as that term is defined in title 11 of the United States Code or the corresponding provisions of any successor laws) for the party or all or substantially all of its assets; or (d) the party fails generally to pay its debts as they become due (unless those debts are subject to a good-faith dispute as to liability or amount) or acknowledges in writing that it is unable to do so.
1.15 “License” means the licenses expressly granted herein by Rightfully to Client to use the Service.
1.16 “Marks” means any word, symbol or device, or any combination thereof, used or intended to be used by a party to identify and distinguish the party’s or its third-party licensor’s products or services from the products or services of others, including without limitation trade names, trademarks, service marks and logos. “Client Marks” refer to any Marks of Client and includes third party marks Client may provide to Rightfully or that are incorporated in Product Information. “Rightfully Marks” refers to Marks of Rightfully and includes third-party marks Rightfully may provide to Client.
1.17 “Payment Processing” means facilitating payment of Fees of Additional Fees through Client’s credit card, bank transfers, or otherwise by Client to Rightfully.
1.18 “Product Information” means all information and materials specifically related to Client products that Client provides or uploads to Rightfully’s Website or otherwise stores in the Rightfully Portal, or that Client sends to Rightfully in order for Rightfully to perform the Services, or that Client directs Rightfully to collect on Client’s behalf, including without limitation image files, text, templates, product descriptions, prices, Client Marks, URLs and any other related information.
1.19 “Representatives” collectively means the affiliates, directors, officers, shareholders, members, employees, subcontractors, permitted assigns and agents of a party.
1.20 “Resultant Data” means transactional data and information derived from or otherwise related to Client Data and/or Client’s use of the Services, by aggregation, algorithmic manipulation or other anonymized processing.
1.21 “Security Obligation” means responsibility for maintaining the security of account login information (username and password).
1.22 “Service” or “Services” means the services to be provided by Rightfully, including, without limitation, reimbursement case management and the functionality of, and Client’s access to, the Rightfully Portal.
Services shall also include with regards to claims with third party logistics providers (including, but not limited to Amazon.com and its affiliates) related to Your goods, financial transactions, and inventory.
Services shall also include updates and upgrades subsequently provided to (i) the entire Rightfully Portal for all Clients or (ii) the Technology.
Services shall also include any additional services by Rightfully as identified in any Opt-in-Agreement.
1.23 “Technology” means, collectively, the Rightfully Portal and Services, Documentation, functionality, URLs and integrations that enable Client access to the Rightfully Portal, Services, analytics, transaction information, and any and all other information, data, documents, materials, works and other content, devices, methods, tools including, without limitation, Doc Master, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports that are provided or used by Rightfully in connection with the Services and any software or technology incorporated in or made available by Rightfully through the Rightfully Portal or Services, expressly excluding Client Data, Product Information and Client Marks unless otherwise stated in a writing signed by the parties.
1.24 “Us” means Rightfully.
1.25 “User” or “Users” means the individuals for whom Client has procured subscriptions to the Services, as identified to Rightfully, and may include, but are not limited to, individuals employed by You or otherwise working for You at Your direction, and who are authorized by You to access and use the Service, including You.
1.26 “You” or “Your” refers to the Client.
1.27 “We” or “Our” or “Us” refers to Rightfully.
1.28 “Website” means www.rightfully.com or such other website or mobile access point from which Rightfully may make the Service available.
2. LICENSE / RESTRICTIONS / INTELLECTUAL PROPERTY / DATA
2.1 License. Rightfully grants the Client a limited, non-transferrable, non-exclusive license to use and access the Service solely for Client’s business purposes subject to the terms, obligations, restrictions and limitations set forth in the Agreement. All rights not expressly granted to You in the Agreement are reserved and retained by Rightfully.
2.2 License Limitations and Restrictions.
(a) Prohibited Actions. Client shall not:
(b) Notification of Unauthorized or Breaching Use. You must notify Us immediately in the event that You become aware of any actual or attempted unauthorized access to or use of the Service, Rightfully Portal, or Technology in breach of this Agreement.
(c) Technology; Source Code. Except as expressly stated in the Agreement, no licenses or rights are granted by Rightfully and nothing in the Agreement implies any license to Client in the Technology, including, without limitation, the source code. The source code will not be accessible to any Clients or Users. Client agrees that the underlying structure, sequence, organization and source code of the Technology are valuable trade secrets of Rightfully, are confidential information, and shall remain strictly confidential.
2.3. Intellectual Property Ownership.
(a) Client’s Rights.
(b) Rightfully’s Rights. The complete ownership of and rights to the Technology, Service, Rightfully Portal, Rightfully Marks, and Resultant Data, encompassing all Intellectual Property rights linked to the Technology, Service, Rightfully Portal, Rightfully Marks, and Resultant Data, along with any adjustments, expansions, customizations, scripts, or other derivative works thereof, whether provided or originated by Rightfully, are solely and exclusively vested in Rightfully.
The rights extended to the Client under this Agreement do not entail any rights, whether explicit or implicit, or ownership pertaining to the Technology, Service, Rightfully Portal, Rightfully Marks, and Resultant Data, or any Intellectual Property rights associated with them.
2.4 Documentation Licenses. Rightfully grants Client the non-exclusive right to use the Documentation solely in conjunction with Client’s use of the Service, Technology, and Rightfully Portal during the term of this Agreement. Rightfully and any applicable third parties reserve all rights in their respective Documentation.
2.5 Marks Licenses. Client hereby grants to Rightfully a limited, non-exclusive, non-assignable, non-transferable license, without right to sublicense, to use its Marks in connection with the Services, and for publicity, advertising, and marketing. Rightfully may not alter Client Marks in any manner, or use Client Marks in any manner that may dilute, diminish, or otherwise damage Client’s rights and goodwill in its Marks. Any usage of Client Marks by Rightfully will be a reproduction of exact copies and all use of the Marks is subject to the Client’s usage guidelines as revised from time to time and available from the Client.
3. TERMS OF SERVICE
3.1 Access, Monitoring, Removal. Rightfully may access, monitor, remove content within, or disable Client access to the Technology, Rightfully Portal and/or Services if: (a) Rightfully, in its sole discretion, believes it may incur liability because of Client Data or the Product Information, (b) Rightfully is required to do so by law, government order or other legal process, (c) Rightfully determines in its sole discretion that it is necessary to enforce the terms of the Agreement, (d) Rightfully, in its sole discretion, believes it is necessary to do so to support, manage, improve and protect the integrity of the Service, (e) Rightfully, in its sole discretion, believes it is necessary to prevent illegal activity, uploading of virus infected files or questionable material, or (f) Client breaches the Agreement. Rightfully shall have no liability to Client nor to any third party for any disabling of Client’s access and Client shall remain liable for Fees and Additional Fees even during such disabling. Client acknowledges that Rightfully’s right to access or monitor shall in no way be construed as an obligation by Rightfully to monitor any Client Data or Product Information or to pre-screen Client Data or Product Information.
3.1(A) Discrepancies. Rightfully may review Client Data and other material to determine if there are Discrepancies. If Rightfully finds Discrepancies, Client will have ten (10) days (“Waiting Period”) after the shipment closing date (provided by Amazon or other third-party logistics providers) to notify Rightfully of any changes, corrections or updates to the Discrepancies found by Rightfully. After the Waiting Period, Rightfully may file an Eligible Claim on the Discrepancies that Client has not notified Rightfully to change, correct or update. In the event that either Client or third party (including Amazon) notifies Rightfully of an error in a submitted Eligible Claim, and such claim is still open, Rightfully will close the claim if it is eligible to be closed.
3.2 Changes to Service. In its sole discretion, Rightfully may discontinue offering the Service, Rightfully Portal or Technology, in whole or in part, or modify any design, layout, features, functionality, tools or content of the Service, Rightfully Portal, and/or Technology, at any time, for any reason or no reason, with or without notice to You (although Rightfully has no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions). If any discontinuance or modification of a material part of the Services, Rightfully Portal, and/or Technology materially reduces functionality and materially and adversely impacts Client’s substantive use of the Rightfully Portal, Technology, or Services, as determined by Rightfully, in its sole discretion, Client’s sole and exclusive remedy is to terminate the Agreement pursuant to Section 6.3 hereof. Any new features provided by Rightfully which augment or enhance the current Service, Technology, and/or Rightfully Portal, including the release of new tools or resources, updates and upgrades by Rightfully, may result in Additional Fees to Client which shall be due and payable by the Client pursuant to a mutually executed modification or addendum to the Agreement.
3.3 Maintenance. Rightfully may temporarily suspend the Rightfully Portal, Technology, or any Services, for maintenance from time to time.
3.4 Individual Account Holders. In order for a Client to subscribe to the Service, each account must be assigned to an individual person or employee at a Client. Rightfully cannot and will not accept any subscriptions where accounts are registered or run through automated methods.
3.5. Signup. Clients must provide their full legal name, address, and a valid email address in order to complete the signup process.
3.6. Client Responsibility for Users. Clients are responsible for ensuring that their Users comply with the terms of this Agreement and Client is liable for breaches of the Agreement by the User.
3.7. Service Control. Except as otherwise expressly provided in this Agreement, Rightfully has and will retain sole control over the operation, provision, maintenance, and management of the Technology, Service and the Rightfully Portal.
3.8 Transmission. Client acknowledges that Client’s information and Client’s Data (personal or otherwise) may be transmitted inside and/or outside the United States as a result of Rightfully providing the Services.
4. CLIENT OBLIGATIONS
4.1. Product Information and Client Data. Client is responsible for providing all Product Information and Client Data in local languages and for providing its own and its Clients support in those local languages, unless expressly stated in a writing signed by the parties. Client is solely responsible for the accuracy and completeness of Client Data and Product Information.
4.2 Client’s Privacy Obligations. As a condition to use the Service, Technology, and/or Rightfully Portal, Client must:
(c) ensure that Client’s privacy statement discloses the use of “cookies” or similar technologies that may be used by Client or a third party (including Rightfully) to track browsing and purchasing habits, and such use of “cookies” complies with all applicable laws, rules and regulations, foreign law, treaties, and conventions, including any opt in and opt out requirement.
4.3 Security Obligations. Client is responsible for maintaining their Security Obligation. Client must notify Rightfully immediately in the event of loss of the Client’s username or password. Client must report any security breaches promptly to Rightfully.
Fulfillment and Shipment:
The Client bears the full responsibility for the timely fulfillment of all Client orders. By accepting this Agreement, the Client commits to shipping all products within a commercially reasonable timeframe subsequent to the receipt of payment for said products. It is mutually acknowledged that, with regard to the ownership and the potential loss of Client's products, the title and risk of loss are retained exclusively by the Client throughout the duration.
Inventory Maintenance and FTC Compliance:
In adherence to commercial best practices, the Client undertakes the sole responsibility of maintaining inventory levels at a satisfactory extent, capable of adequately sustaining its product sales. This commitment also aligns with compliance to the "Mail or Telephone Order Merchandise Rule" as defined by the Federal Trade Commission (FTC) within 16 CFR Part 435, which may be subject to periodic updates.
The Client assumes accountability for identifying and delineating products within its portfolio that are subject to various taxation regimes, including but not limited to sales, use, value-added tax (VAT), goods and services tax (GST), and similar levies. Furthermore, the Client is obligated to communicate the applicable tax rates and pertinent information to Rightfully. To ensure statutory compliance, the Client shall apply, or provide instruction for Rightfully to apply, the tax rates mandated by relevant laws, regulations, foreign law, treaties, and conventions. This includes the determination and settlement of all taxes, encompassing but not limited to sales, use, or ad valorem taxes, with the exception of taxes based upon Rightfully's net income.
Should any tax, interest, or penalties be imposed upon Rightfully due to the Client's failure to fulfill its tax obligations, the Client commits to reimbursing Rightfully accordingly.
Main Tax Location:
For the purpose of ensuring effective communication and operation, the Client is required to identify its principal tax location where access to the Rightfully Portal or Service will be exercised. In instances where binding legal provisions dictate, Rightfully, in the interest of the Client, will undertake the collection of all applicable local, state, national, or international taxes linked to the Client's utilization of the Rightfully Portal or Service. This collected taxation will subsequently be remitted to the appropriate tax authority, based on the primary billing address of record provided by the Client.
4.5 You are prohibited from accessing or utilizing the Services if your location is within Burma (Republic of the Union of Myanmar), Cuba, Iran, Libya, North Korea, Sudan, or Syria (collectively referred to as the "Prohibited Jurisdictions"). Additionally, you are strictly forbidden from granting access to the Services to any government, entity, or individual located within the Prohibited Jurisdictions.
4.6 The Client is obligated to exert commercially reasonable endeavors to execute all necessary actions and to create, complete, and furnish all requisite documents, data, and access credentials. These efforts are essential to facilitate the performance of the Services by Rightfully.
5.1 Fee Payment. Fees and Additional Fees are due and payable via Payment Processing periodically. If an automatic payment processing fails, Rightfully may demand immediate payment of the Fees, Additional Fees which are due, and any failed/returned payment fees, and temporarily disable the Client’s access to the Technology, Service and/or Rightfully Portal until full payment is made.
5.2 Late Payment. Any outstanding payments not received within one (1) month of the specified due date shall be subject to a progressive late payment fee. This late payment fee will be calculated at a rate of 5% of the original invoice amount, and it will be compounded on a monthly basis until the outstanding payment is settled in full.
Should the Client fail to remit payment, and the late payment fee accrues over subsequent months, the total outstanding amount will increase by 5% each month. For example, if the original invoice amount is $1000 and payment is not received after one month, the first month's late payment fee would be $50 (5% of $1000). If payment is still not received by the end of the second month, the late payment fee for the second month would be calculated based on $1050 (original amount + $50 fee), resulting in a late payment fee of $52.50 (5% of $1050). This pattern will continue until the outstanding balance is fully settled.
Moreover, in the event of prolonged non-payment beyond the stipulated period, Rightfully reserves the right to initiate collections proceedings to recover the outstanding amount. This may involve engaging a third-party collections agency or pursuing legal actions, as deemed necessary, to retrieve the owed payment.
It is the Client's responsibility to ensure that payments are made promptly in adherence to the agreed-upon terms. Rightfully is committed to providing quality products/services, and we anticipate a mutual understanding and cooperation regarding payment obligations.
By continuing to engage with the Rightfully products/services and accepting these terms and conditions, the Client acknowledges and agrees to the outlined late payment fee structure, including the potential involvement of collections procedures in case of extended non-payment.
5.3 Effect of Breach. A failure to pay any Fees or Additional Fees when due is a material breach of this Agreement. This section shall survive termination of the Agreement.
6. TERM AND TERMINATION
6.1 Term. The Effective Date is the date upon the date of acceptance of these Terms of Service via checkbox at Rightfully.com.
6.2 Termination by Rightfully for Cause. Rightfully may terminate this Agreement with cause immediately (a) upon Client’s failure to pay Fees or Additional Fees when due, (b) upon Client’s breach of Sections 2.2, 4, 7.2, 11.1, or 12 of these Terms of Service, or (c) upon Client’s material breach of any other provision of this Agreement.
6.3. Termination without Cause. Either party may terminate the Agreement, upon written notice, without cause, upon thirty (30) days’ notice and such termination shall be effective thirty (30) days after such notice except that Rightfully may continue pursuing and/or collecting on claims made prior to the effective date of such termination.
6.4. Effect of Expiration or Termination. Upon expiration or termination of the Agreement, the License granted to Client under this Agreement shall terminate immediately. The following sections of the Terms of Service survive its expiration or termination: 1.0, 2.3, 5 (solely to the extent that Fees or Additional Fees are owed), 6.3 (solely as to pursuing and/or collecting claims), 7 through 12 and any other provision or partial provision which by its nature would reasonably survive the termination of the Agreement including, but not limited to, the Opt-in-Agreement, if any.
7. PARTIES’ REPRESENTATIONS AND WARRANTIES
7.1 DISCLAIMER OF WARRANTIES BY RIGHTFULLY. The Service, encompassing any associated software, documentation, and supplementary services, the Technology, and the Rightfully Portal are provided under this Agreement "as is" and "as available." Rightfully makes no warranties, whether explicit, implied, or statutory, in relation to the Technology, Service, Rightfully Portal, or Rightfully marks, nor does it provide guarantees about the outcome or anticipated outcome of the Technology, Service, or Rightfully Portal. Except for explicit provisions outlined in this Agreement, Rightfully explicitly disclaims all of the following:
The Client assumes full responsibility for assessing whether the Technology, Service, or Rightfully Portal align with their intended purposes. Rightfully does not make any representations or warranties concerning the Technology's, Service's, or Rightfully Portal's suitability for specific markets, including but not limited to local language, local support of taxes, payment, or shipping carriers. Rightfully does not provide warranties concerning the precision, timeliness, accuracy, completeness, or reliability of any content obtained through any module or from any network site, Flex Feed destination, or third-party interface.
7.2 Client represents and warrants that:
(a) the Product Information and Client Data (i) is owned (or validly licensed for all uses required under the Agreement) by Client or is in the public domain, (ii) does not constitute defamation, libel, or obscenity, (iii) does not result in any consumer fraud, product liability, or breach of contract, or cause injury to any third party, (iv) does not contain, and will not introduce into the Technology, Service and/or the Rightfully Portal, any viruses, Trojan horses, worms, spyware, time bombs or other forms of malware, malicious code or computer programming routines which may interfere with or disrupt the Services and/or Rightfully Portal; (v) is accurate, current and complete; (vi) Client's Data is not misleading or false; (vii) does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights of any third party; and (viii) Client’s Data does not contain any protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”) or similar federal or state laws, rules or regulations or other medical or health information identifiable with a particular individual;
(b) it will comply with all applicable laws, rules and regulations, foreign law, treaties, and conventions as updated from time to time related to Client’s performance of its obligations under the Agreement and activities that Client undertakes in connection with its use of the Technology, Rightfully Portal, and/or Services including without limitation those governing the online sale of goods and services, those governing anti-bribery and anti-corruption, including without limitation the U.K. Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), respectively, and U.S. export controls and trade sanctions and economic embargoes; and
(c) it will not engage in the activities prohibited in this Agreement.
8. CLIENT LIABILITY, ASSUMED RISKS, AND RIGHTFULLY LIABILITY
8.1 Except as otherwise expressly stated in this Agreement, Client agrees to use the Service, the Technology and the Rightfully Portal at Client’s own risk. Rightfully shall not be liable for any actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, unless expressly stated otherwise in the Agreement.
8.2 Rightfully is not responsible for acts, services or content posted or provided by persons or entities other than Rightfully (including but not limited to Amazon), for Client’s exposure to such content, or for actions Client takes in reliance on that content. Rightfully has no liability to Client for failures based on services not provided by Rightfully (including but not limited to Amazon).
8.3 Client is solely responsible for all selection of parties with whom Client does business (including but not limited to Amazon), and for Terms of Service of Client’s agreements with those parties and with network sites and flex feed destinations.
8.4 Rightfully has no responsibility for the quality or availability of goods or services provided by Client, Client’s compliance with Amazon’s terms and conditions, the sufficiency of any documentation generated using Client’s invoices, packing slips or other accounting information, any of Client’s Clients’ ability to pay, any third party’s compliance with the terms of a transaction, or for any injury, loss or damage caused or alleged to have been caused by the goods or services sold by Client. Where the Rightfully Portal or Website contains links to other sites and resources provided by third parties, these links are provided for information only and such links should not be interpreted as approval by Us of those linked websites, and Rightfully shall have no responsibility for any use of such links.
8.4(a) Rightfully shall not be liable for the verification of Client’s information submitted by Client to Amazon, or any third parties, and thereafter retrieved or utilized by Rightfully in the course of providing the Services, whether in the form of invoices, packing slips or otherwise.
8.5 Rightfully shall not, under any circumstances, be liable for any loss, delay, or interception of Client Data whether that be through general use, hacking or server failure, or any loss, corruption, hacking or failure of the daily backups or otherwise. Client acknowledges that: (a) the technical processing and transmission of Client Data is fundamentally necessary to use of the Service; (b) Client Data will be subject to transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Rightfully; and (c) Client acknowledges that Client Data may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means.
8.6 Rightfully shall not be liable for any loss or damage caused by Client’s failure to comply with the Security Obligation.
8.7 Client is responsible for any breaches of its Security Obligations or of security that occur through Client’s access or login credentials including as a result of Client’s sharing such access or login credentials, or failure by Client to adequately safeguard the same.
8.8 Rightfully shall not be liable for any loss, damage, penalties or fees arising from Client’s or third party’s errors, misrepresentations, inaccuracies or incompleteness of Client Data, Discrepancies, or Eligible Claims. Client is solely responsible for the accuracy and completion of all Client Data, including without limitation, documents and information representing Client’s fulfillment, shipment, inventory and taxes, Discrepancies and Eligible Claims.
8.9 Rightfully shall not be liable for any loss, damage, penalties, fees sustained (or threatened to be sustained) by, or actions taken or claims made against Client or any third party, arising, directly or indirectly, from any suspension or shut down by Amazon or any third party of either (a) Rightfully’s Portal, or (b) Client’s accounts, sites, platforms, services or other business regardless of (i) the stated reason for such suspension or shut down, (ii) the timing or duration of the suspension or shut down, (iii) whether there has been notice for the suspension or shut down, (iv) whether a cure has been commenced for the suspension or shut down or (v) any claims, proven or unproven, by Amazon or any third parties, underlying the basis for such suspension or shut down. Rightfully shall not be required to indemnify Client or any third party for any loss, damage, or claims arising, directly or indirectly, from any suspension or shut down as set forth in this Section 8.9.
9. LIMITATIONS OF LIABILITY
Under no circumstances shall Rightfully bear liability for:
Rightfully holds no liability towards the Client or any third party for the failure of an individual to engage in a transaction or achieve any specific outcome through the use of the Rightfully Portal, technology, any module (or other licensed software), or the services.
10. LIABILITY CAP
Irrespective of the legal or equitable basis (e.g., contract, tort, statutory, common law, direct liability or indemnification, infringement, or otherwise) upon which any legal or equitable action may be initiated by the Client or a third party, Rightfully's liability for damages, expenses, costs, liabilities, suits, claims, restitution, or losses to the Client and/or third parties shall not exceed, in aggregate, ONE (1) Time the total amount paid or payable to Rightfully by the Client within the one-year period preceding the event giving rise to the aforementioned damages, expenses, costs, liabilities, suits, claims, restitution, or losses to the Client and/or third parties ("Liability Cap").
In some jurisdictions, the exclusion of implied warranties or limitation of liability for incidental or consequential damages may not be enforceable, thus, some of the aforementioned limitations might not be applicable. In such cases, Rightfully's liability will be restricted to the maximum extent allowed by the law in those jurisdictions.
The Liability Cap is a definitive upper limit and shall not be invoked, govern, or be taken into account if:
Rightfully's liability or obligations fall below the Liability Cap, either in accordance with this Agreement or otherwise.
Rightfully bears no liability, either by other means or pursuant to disclaimers within this Agreement, including but not limited to sections 7.1, 8, and 9.
11.1. Client’s Indemnification. Subject to Section 11.3 (Requirements of Indemnification), Client shall indemnify, defend and hold harmless Rightfully and its Representatives from and against all obligations, actions, suits, claims, demands, settlements, judgments, damages, losses, liabilities, costs and expenses (including attorney’s fees), of whatever type or nature incurred by Rightfully by reason of a third party claim or assertion brought against Rightfully or its Representatives arising out of or related to: (a) Client’s failure to comply with or breach of the Agreement, (b) Client Data, Client Marks, ad content, and Product Information or Client’s products listed, supplied or sold, including, without limitation, Intellectual Property infringement claims and product liability claims, and any misleading, false, inaccurate, fraudulent or incomplete Client Data, Product Information, or other documentation or information supplied by Client, including but not limited to that contained in the Doc Master, or any failure by Client to provide sufficient or timely, accurate and complete Client Data, Product Information, or other documentation or any errors in Discrepancies or Eligible Claims, (c) any negligence, recklessness, or willful misconduct of Client or its Representatives, (d) the death or bodily injury of any agent, employee, Client, business invitee, or business visitor or other person caused by Your conduct, or that of Your agent or employee; and/or (e) asserted by a third party against You, resulting from Your acts or omissions or those of Your employees, agents, contractors, successors and permitted assigns. Rightfully reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case You agree to cooperate with any requests to assist Rightfully’s defense of such matter and You shall reimburse Rightfully or pay in advance, as requested in Rightfully’s sole discretion, all costs and expenses (including attorney’s fees).
11.2. Rightfully Indemnification. Unless Rightfully has no liability either otherwise or pursuant to disclaimers in this Agreement including, but not limited to, sections 7.1, 8 and 9 and subject to Section 11.3 (Requirements of Indemnification), Rightfully shall indemnify, defend and hold harmless Client and its Representatives in the aggregate lesser amount of (i) the Liability Cap, or (ii) Rightfully’s liability or obligations which are in amounts which would be or are below the Liability Cap either pursuant to this Agreement or otherwise, from and against all obligations, actions, suits, claims, demands, settlements, judgments, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees) of whatever type or nature which are incurred by Client by reason of a third party claim or assertion brought against Client and/or its Representatives, arising out of or related to any gross negligence or willful misconduct of Rightfully or its Representatives in the course of providing the Services to Client.
11.3. Requirements of Indemnification. In order for the indemnification obligations of the indemnifying parties to apply, the indemnified parties must promptly provide the indemnifying party with notice in writing of any claim, promptly tender the control of the defense and settlement of any claim to the indemnifying party (at the indemnifying party’s expense and with indemnifying party’s choice of counsel), and cooperate fully with the indemnifying party (at the indemnifying party’s request and expense) in defending or settling the claim including without limitation providing any information or materials necessary for the defense. The indemnifying party shall only be liable to the indemnified party for the amount of damages as determined in a final, non-appealable order of a court of competent jurisdiction or paid by way of settlement, but the indemnifying party shall have no liability for any settlement made by an indemnified party without the indemnifying party’s prior written consent, which may not be unreasonably withheld. The indemnifying party will not enter into any settlement or compromise of any claim without the indemnified party’s prior consent if the settlement would require admission of fault or payment by the indemnified party.
12. GENERAL PROVISIONS
12.1 Assignment. Clients may not assign the Agreement without Rightfully’s prior written consent.
12.2 Relationship of the Parties. The parties are independent contractors. This Agreement does not create any joint venture, partnership, agency or employment relationship between the parties.
12.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or collateral negotiations, proposals, agreements and understandings, whether oral or written, relating to the subject matter of the Agreement. Any representation, warranty, course of dealing or trade usage not expressly stated in the Agreement shall not be binding. Except as otherwise stated in the Agreement, any amendments to the Agreement must be in writing and executed by the parties. To the extent the terms of a subsequent writing signed by the parties’ conflict with the terms of the Agreement, the terms of the subsequent writing control.
12.4 Severance. If any provision of the Agreement is held or made invalid or unenforceable for any reason, the invalidity will not affect the remainder of the Agreement and the severed provision shall be interpreted to be consistent with the Agreement.
12.5 No Waiver. The failure of either party at any time to enforce or require performance of any provision shall not waive or affect such party’s right to enforce any such provision at a later time.
12.6 Exhibits. All Exhibits, Schedules and other addenda referenced in the Agreement are incorporated into the Agreement by reference.
12.7 No Reliance. Each party represents and warrants to the other party that it is NOT relying on any promises, guarantees and/or assurances of the other party that are NOT otherwise expressly contained in the Agreement.
12.8 Notice. Except as otherwise explicitly provided in the Agreement, any notice required or permitted by the Agreement shall be in writing and deemed delivered if delivered (a) by personal delivery when delivered, (b) by overnight courier upon written verification of receipt, (c) by certified or registered mail, return receipt requested, upon verification of receipt, or (d) upon transmission via email to a properly addressed email address as provided by the parties. Notices must be sent to the contacts and address in the Agreement, or any new address provided by the permitted notice methods.
12.9. Governing Law and Dispute Resolution. In instances necessitating reference to state law, the laws of the State of New York, disregarding its conflicts of laws provisions, govern the Agreement. Each party irrevocably and unconditionally consents to and submits themselves to the exclusive jurisdiction of the appropriate courts situated in the State of New York, New York, or the federal court encompassing the jurisdiction of the State of New York. This submission applies to any action, suit, or proceeding arising from or connected to the Agreement.
Furthermore, the Client explicitly waives and covenants not to assert any right to trial by jury, regardless of their role in any forum, regarding any issue, claim, demand, action, or cause of action stemming from this Agreement, its subject matter, or any associated document. This waiver encompasses present and future instances, whether arising in contract, tort, or any other legal context.
The Client acknowledges their opportunity to seek legal counsel regarding all terms within this Agreement, including this specific section. They affirm their complete comprehension of these terms, their implications, and voluntarily and knowingly agree to their contents. In the event of any ambiguity in this Agreement, the presumption that such ambiguity should be construed against the drafter of the Agreement shall not apply to this Agreement.
12.10. Force Majeure. Neither party shall be liable for failure to perform, or the delay in performance of, any of its obligations under the Agreement other than payment if, and to the extent that, the failure or delay is caused by events beyond its reasonable control including without limitation acts of God, acts of the public enemy or governmental body in its sovereign or contractual capacity, war, fire, floods, strikes, epidemics, pandemics, quarantine restrictions, unavailability of the Internet, protracted mass power failure, civil unrest or riots, acts of terrorism, transportation delays, freight embargoes or unusually severe weather. The affected party shall use commercially reasonable efforts to avoid or remove the causes of non-performance or delay, and shall continue performance whenever the causes are removed.
12.11 Captions.The headings assigned to sections are solely for reference purposes and do not impact or alter the meaning or interpretation of the Agreement.