VISO Terms of Service

Dated: April 11, 2024

By accessing or using the RHEI Service (as defined herein), however accessed, or by checking to confirm acceptance of these terms of use (“Terms of Use”), you agree to be bound by the Terms of Use as well as RHEI’s Privacy Policy at rhei.com/privacy-policy and incorporated herein by reference. These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all of these Terms of Use, do not access or use the RHEI Service. These Terms of Use are in addition to and not in lieu of any other agreements between you and RHEI (as defined herein), such as a Content Provider Agreement. In the event of any conflict between these Terms of Use and any Content Provider Agreement between you and RHEI, the Content Provider Agreement shall prevail.

BY USING THE VISO PLATFORM DESCRIBED IN SECTION C9 BELOW, YOU CONSENT TO THE USE OF YOUR INFORMATION AS DESCRIBED IN THAT SECTION. YOU MAY WITHDRAW YOUR CONSENT AND OPT OUT OF PARTICIPATION IN THE VISO PLATFORM BY SWITCHING YOUR PROFILE VISIBILITY STATUS FROM BEING VISIBLE TO OTHER USERS TO BEING HIDDEN FROM OTHER USERS (THAT IS, SWITCHING YOUR PROFILE VISIBILITY STATUS FROM “LIVE” TO “HIDDEN”) OR BY SENDING AN EMAIL REQUEST TO: support@rhei.com

A. CERTAIN DEFINITIONS

"RHEI", or "we", "us" or "ours" means RHEI Creations Corp. "RHEI Parties" means RHEI, any of its subsidiaries or affiliates, and its or their employees, managers, directors, officers, consultants, agents or shareholders.

"RHEI Service" means RHEI's products or services that are accessible through and otherwise provided by various computer and electronic technologies, networks and systems, including without limitation, mobile wireless services and Internet-based services, and also includes, without limitation, the services provided by RHEI under the VISO Platform (defined under Section C9) and all Results.

"Content Provider Agreement" means an agreement between you and RHEI for the licensing of, among other things, rights to the audio/visual content which you provide to RHEI.

"Materials" means any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, playlists, annotations, descriptions and other content or materials that you submit, upload or display on or via the RHEI Service, or to which RHEI has access in connection with your Provider Content, and includes, without limitation, your Provider Content.

"Network" means all online, wireless, digital cable or broadcast outlets where users are able to view audio, video, or audiovisual content. "Network Partner" means an organization, such as Google Inc. or YouTube Inc., which operates all or part of the Network and which has a business relationship with RHEI.

"Provider Content" means the textual, audio, visual, and audio/visual content, which you license to RHEI under your Content Provider Agreement. "Results" means suggestions generated by your use of the RHEI Service of keywords, titles, tags, thumbnails, playlists, annotations and any other items, methods or tools designed to help manage your Provider Content, improve your trust and safety score, or increase viewership of your Provider Content.

B. GENERAL

If you are under the age of 19, or under the legal age limit, where you reside, for entering into a binding legal agreement ("Minor User"), then your use of the RHEI Service is only permitted pursuant to your parent or legal guardian agreeing to these Terms of Use. With respect to the VISO Platform specifically, if you a Minor User, your parent or legal guardian must check the box next to the message, “I accept the VISO Terms of Service, Privacy Policy and Community Guidelines”, or some message similar thereto, on the VISO Platform onboarding webpage (the “Acceptance Box”).

For the parents or legal guardians of Minor Users: By agreeing to these Terms of Use, including without limitation, by checking the Acceptance Box, I represent and warrant that I am the parent or legal guardian, as applicable, of the Minor User and that I guarantee the compliance and performance of these Terms of Use by the Minor User, and without limiting the foregoing, agree to be bound by these Terms of Use.

You may not upload violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive videos or other content that violates these Terms of Use or the terms of use of any Network or Network Partner.

You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license, share or assign your account, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, RHEI prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to RHEI upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.

All rights and obligations of you and RHEI under these Terms of Use shall be subject to all rights, policies, guidelines and terms and conditions of Google Inc. and YouTube Inc. with respect to Materials uploaded by you to YouTube, or to any online services provided by either of them in relation to such Materials.

You are responsible for keeping your password secret and secure and not sharing your password with anyone else. Furthermore, you are prohibited from allowing or permitting any third party access to the RHEI Service by using your password.

You must not upload private or confidential information of any third party via the RHEI Service, including, without limitation, any other person's social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.

You may not use the RHEI Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations applicable to your use of the RHEI Service, your Materials and the Results including but not limited to copyright laws and anti-spam laws including but not limited to the U.S. CAN-SPAM Act of 2003 (the "Can-Spam Act") and Canadian anti-spam legislation (to the extent applicable).

You may not reverse engineer, decompile, or disassemble the RHEI Service and you may not create any derivative works from the RHEI Service. You are prohibited from: (i) taking any screenshots of the RHEI Service pages except for the sole purpose of sending the screenshot to RHEI to report a problem with the RHEI Service, (ii) recording the screen of the RHEI Service pages, (iii) creating videos that show any screen pages of the RHEI Service except for the sole purpose of sending the video to RHEI to report a problem with the RHEI Service, or (iv) copying or recording any videos displayed on or through the RHEI Service. Any use or distribution of any images or recordings of any of the RHEI Service pages, or screenshots or videos displayed on or through the RHEI Service is strictly prohibited

You may not breach, disable, tamper with, or develop or use any workaround for, any security measure provided in, by or through the RHEI Service.

You may not access or use the RHEI Service to compete with RHEI or to assist anyone else in doing so.

You must not access any RHEI private application programming interface (API) by means other than those expressly permitted by RHEI from time to time.

You must not interfere or disrupt the RHEI Service or servers or networks connected to the RHEI Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any RHEI page is rendered or displayed in a user's browser or device.

You must comply with RHEI's community guidelines, as may be in effect from time to time.

The RHEI Service is for your personal use, and you must not create accounts with the RHEI Service, or access or use the RHEI Service, through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.

You must not attempt to restrict another user from using or enjoying the RHEI Service and you must not encourage or facilitate violations of these Terms of Use or any other RHEI terms.

You agree to provide us with all such information, including personal information, as we may request in order to complete and remit to applicable government authorities all information as they may require in connection with the RHEI Service or any Content Provider Agreement or other agreement between you and RHEI.

RHEI shall have the ability to deduct and withhold from any amounts due to you pursuant to a Content Provider Agreement or otherwise, and to remit to any applicable government authority, all withholding taxes and other taxes, charges, contributions or levies which RHEI is required, pursuant to any applicable law, to so remit, and RHEI shall not be liable to you for such deductions, withholdings or remittances. To the extent this paragraph conflicts with any provision of your Content Provider Agreement with RHEI or any other agreement with RHEI, this paragraph shall govern.

These Terms of Use are in addition to, and not in lieu of, any other terms of use or terms of service which may be posted on a RHEI, or RHEI branded, website from time to time. In the event of any conflict between these Terms of Use and any other terms of use or terms of service, these Terms of Use will prevail.

Violation of these Terms of Use may, in RHEI's sole discretion, result in termination of your RHEI account. You understand and agree that RHEI cannot and will not be responsible for your Materials or your use of the Results and you use the RHEI Service at your own risk. If you violate these Terms of Use, or otherwise create risk or possible legal exposure for RHEI, we can stop providing all or part of the RHEI Service to you.

C. SERVICE USE CONDITIONS

We reserve the right to modify or terminate the RHEI Service or your access to the RHEI Service for any reason, without notice, at any time, and without liability to you. You can terminate your account on the VISO Platform by sending an email request to support@rhei.com. These Terms of Use will survive termination of your account.

Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease; otherwise, these Terms of Use shall survive termination of your account.

We reserve the right, in our sole discretion, to change these Terms of Use ("Updated Terms") from time to time. Unless we make a change for legal or administrative reasons, we will make reasonable efforts to provide reasonable advance notice before the Updated Terms become effective. You agree that we may notify you of the Updated Terms by posting them on or through the RHEI Service, and that your use of the RHEI Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms of Use and any Updated Terms before using the RHEI Service. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the RHEI Service from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.

We reserve the right to refuse access to the RHEI Service to anyone for any reason at any time.

We reserve the right to force forfeiture of any username for any reason.

We may, but have no obligation to, remove, edit, block, and/or monitor Materials or accounts containing Materials that we determine in our sole discretion violates these Terms of Use.

RHEI is not responsible or liable for your conduct or the conduct of any other user.

The Service may also include third-party content or link(s) to third-party content that we do not control, maintain or endorse. Functionality of the RHEI Service may also permit interactions between the RHEI Service and a third-party website or feature or content, including applications that connect the RHEI Service or any part thereof, or your Materials with a third-party website, feature or content. RHEI does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that the RHEI Parties are in no way responsible or liable for any such third-party services or features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICE ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.

The RHEI Service includes the online platform called “VISO” (the "VISO Platform”) which may provide you with one or more of the following features or functionalities: (i) for you to send to, and receive emails and/or other messages from, other users of the RHEI Service; (ii) for you, via a tool (referred to herein as the "Request Tool"), to post requests for other users of the RHEI Service, having such skills, talent, background or other attributes as you may specify, to contact you and to allow you to receive similar requests from others; (iii) for the VISO Platform to suggest matches (referred to herein as "Match Suggestions" or "Your Top Match") from time to time between your account, your channel(s) and/or the channel(s) of other users of the RHEI Service based on certain similarities between the Channels, as determined by the VISO Platform or RHEI; (iv) notifies you of your Match Suggestions or "Your Top Matches" by email or other messaging services or tools; (iv) makes Match Suggestions between your account, or one or more of your channel(s) with one or more channels of other users of the RHEI Service (being the other user’s "Your Top Match") known to such other users and sends images, videos and channel information which RHEI may select from or about your channel(s), as well as any of your personal information which you have provided to RHEI, to such other users as part of such notification, all without notification to you; and (v) for you to send your email address or your address related to other messaging services to other users of the RHEI Service whom you notify the RHEI Service you would like to contact. In addition, through the VISO Prism solution, a part of the VISO Platform, VISO may provide you with Results indicating the trust and safety scores assigned to your Provider Content and with other information regarding those Results.

You will not use the RHEI Service, including without limitation, to send any email or any other type of messaging to other users, or former users, of the RHEI Service, for any other purpose. For greater certainty, you will not advertise to or solicit any other user of the RHEI Services to buy or sell any products or services unrelated to a collaboration between you and such other user to create new audio, visual, audio-visual or textual works, and you will not use any information previously provided to you by or through the RHEI Service regarding any former users of the RHEI Service for any purpose, except as expressly consented to by them in accordance with applicable law. You may not transmit any chain letters, junk or spam e-mail to other users.

By using the RHEI Service, you agree and consent to: (i) your account, and/or your channel(s) being matched by the VISO Platform or RHEI from time to time to the accounts and/or channels of other users of the RHEI Service based on certain similarities between such accounts and/or channels, as determined by the VISO Platform or in the sole discretion of RHEI; (ii) receiving notifications of your Match Suggestions, or "Your Top Matches" by email or other messaging services or tools, which may be by notification within the RHEI Service; (iii) the notification by the RHEI Service and/or RHEI to other users of the RHEI Service of your account and/or channel being a Match Suggestion or a "Your Top Match" to one or more accounts and/or channels of such other users, without notification to you; (iv) the sharing of your email or other messaging address, of images, videos and channel information which RHEI may select from or about your channel(s), as well as any of your personal information which you have provided to RHEI, with other users of the RHEI Service, without notification to you; (v) receiving emails or other messaging from other users of the RHEI Service; (vi) the processing and review of your Materials by the VISO Prism solution and RHEI’s Trust and Safety team and assignment of a trust and safety score to your Provider Content; and (vii) any other actions or activities involving, or other use of, your personal information or Materials as permitted or required by the RHEI Service. If you do not wish to agree and consent to the foregoing, you may withdraw your agreement and consent and opt out of the VISO Platform (unsubscribe) by switching your profile visibility status from being visible to other users to being hidden from other users (that is, switching your profile visibility status from “Live” to “Hidden”) or by sending an email request to support@rhei.com. Note that by taking the aforementioned action, you will no longer be automatically matched to any other user.

You agree that the RHEI Parties are not liable with respect to any Match Suggestions / "Your Top Matches" or emails or messages from other RHEI Service users, including without limitation, for the content of, or your receipt of, any such emails or messages. You acknowledge and agree that RHEI makes no representation or warranty as to the suitability of any Match Suggestions / "Your Top Matches" or whether any of them are superior, or preferable to, or are better matches than, any other channels not included in Match Suggestions / "Your Top Matches". You also agree that the RHEI Parties are in no way responsible or liable for any correspondence, communications or other dealings between you and any other user of the RHEI Service resulting from the VISO Platform or any Match Suggestions or "Your Top Matches" provided by the RHEI Service or otherwise resulting from the RHEI Service. Your correspondence, communications and other dealings with other users of the RHEI Service found or introduced through the RHEI Service are solely between you and such other user(s). You agree that in using the RHEI Services, including without limitation, the VISO Platform, and in sending any related emails or messages, you will comply with these Terms of Use and with all applicable laws, rules and regulations, including without limitation, to the extent applicable, the Can-Spam Act and Canadian anti-spam legislation.

You agree that the RHEI Parties are not liable with respect to any processing of your Materials or other data or metadata related to your Provider Content by VISO Prism, assignment by VISO Prism of a trust and safety score to your Provider Content, the accuracy of any such trust and safety score, correcting or updating any such trust and safety score, or the use by any party of, or any decisions made by any party on the basis of, such trust and safety score or any related content and Materials. You acknowledge and agree that RHEI makes no representation or warranty as to the accuracy or currency of any trust and safety score assigned to your Provider Content.

You may choose, at your sole and absolute discretion and risk, to use applications offered by RHEI as part of the RHEI Service that modify, alter or extract only certain portions of your Provider Content (each an "Application") and such Application may interact with, connect to or gather and/or pull information from and to your Materials. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to modify your Materials, you are consenting to such modification to your Materials; (ii) your use of an Application may cause your Materials to be publicly displayed in a different manner than originally intended by you; and (iii) your use of an Application is at your own option and risk, and you will hold the RHEI Parties harmless for activity related to the Application.

You agree that you are responsible for all data charges you incur through use of the RHEI Service.

You agree that RHEI can access your account at any time for purposes of monitoring your account or in an attempt to solve any problems you may be experiencing with the RHEI Service. If we are attempting to solve a problem, we will need to perform certain diagnostic testing as well as apply certain potential problem-solving alternatives on your Materials. We do not guarantee that we will be able to solve any problem you are having. Any loss of or damage to your Materials or any Results that may occur as a result of us accessing your account for monitoring purposes or in an attempt to resolve your problem (or any other problem that may arise), will be entirely at your own risk and RHEI shall have no liability to you or anyone else for any such loss or damage.

You acknowledge and agree that all analytical data made available to you on or through the RHEI Service regarding your account or Materials, such as but not limited to, monthly views and revenue, is provided by various third party providers, including without limitation, YouTube, and RHEI accepts no responsibility or liability therefor.

You acknowledge and agree that all projections, estimates, and other future-oriented information provided on or through the RHEI Service are inherently uncertain and are not guaranteed. Actual results could differ substantially due to a variety of risks and uncertainties, and RHEI accepts no responsibility or liability therefor.

D. YOUR ACCOUNTS AND CHANNELS

In order for RHEI to provide you with the RHEI Service, you may be directed to one or more authentication pages, where RHEI will request your authorization to access your Google and YouTube account(s). If you refuse to authorize RHEI to access your Google and YouTube account(s), then you will not be allowed to use the RHEI Services.

By authenticating RHEI for YouTube, you grant RHEI permission to get access to and manage the data and features of your YouTube channel, your Materials and the Results, including but not limited to revenue, viewership, engagement, annotations, cards, playlists, and referral data, and deleting, adding and changing the keywords, titles, tags, thumbnails, descriptions, annotations, playlists, and other metadata you use to describe or promote your Provider Content. RHEI will not delete the audio or visual portion of your Provider Content unless it violates third-party intellectual property rights or this Agreement or is deleted pursuant to the terms of your Content Provider Agreement.

If at any time you revoke our access to your YouTube channel(s), then you will no longer be able to use the RHEI Services.

You will cease to use any Results generated through your use of the RHEI Service immediately upon termination of your account access to any part of the RHEI Service, whether such termination is initiated by you or by RHEI.

If you mistakenly authenticate a channel, you need to send an email to support@rhei.com (or any other communication method that we specify in the future) and inform us. We will then do our best to remove the channel that is authenticated by mistake from our database within a reasonable time frame.

RHEI might send you alerts on the RHEI Services to your e-mail about the RHEI Services ("Alerts"). The Alerts include but are not limited to your Provider Content viewership statistics and revenue or leveraging RHEI's tools to improve the performance of your Provider Content or receiving important notices from RHEI. By using the RHEI Service, you expressly agree and consent to receiving from RHEI emails or messages regarding Alerts and/or other emails or messages relating to the RHEI Service. You may withdraw your agreement and consent by sending an email to support@rhei.com.

E. INTELLECTUAL PROPERTY RIGHTS

You hereby grant to RHEI a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, perpetual, worldwide license to use your Materials. You shall remain the owner of your Materials and are hereby granting RHEI the foregoing license to use your Materials in connection with the RHEI Service.

The RHEI Service contains content owned or licensed by RHEI ("RHEI Content"). RHEI Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and RHEI, RHEI owns and retains all rights in the RHEI Content and the RHEI Service, including without limitation, the Results. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the RHEI Content, the RHEI Service (including without limitation, the Results) and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, lease, license or otherwise exploit the RHEI Content or the RHEI Service (including without limitation, the Results). RHEI hereby grants you a license to use the Results in connection with your Provider Content only for the purpose of improving viewership of your Provider Content (which is not guaranteed), and then only until your Content Provider Agreement terminates or your account access to any part of the RHEI Service terminates, whichever is sooner, whereupon your license shall terminate and you shall cease to thereafter use the Results in connection with your Provider Content.

You agree that RHEI is not responsible for, and does not endorse, Provider Content uploaded within the RHEI Service. RHEI does not have any obligation to prescreen, monitor, edit, or remove any Provider Content.

It is RHEI's policy not to accept unsolicited materials or ideas, except as hereinafter described, and RHEI takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to provide information, ideas, suggestions, or other materials, whether on the Network or by using the RHEI Service, including through talk-back and other methods used in the RHEI Service (collectively referred to as "User Feedback"), you agree that RHEI is an assignee of any intellectual property rights contained in such User Feedback and that RHEI is free to use User Feedback for any purposes whatsoever, without any liability or payment of any kind to you.

RHEI may store the Materials in such manner as it deems appropriate in its sole discretion. RHEI may also record your interactions with the RHEI Service including but not limited to adding, removing or changing the Materials or clicks on the screen, while using the RHEI Service, and use it to suggest Results to you. All Results are the sole property of RHEI.

RHEI is not granting you any right or license to use any of its trademarks or service marks. RHEI's trademarks or service marks may not be copied, imitated or used without RHEI's express prior written permission. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of RHEI, and may not be copied, imitated or used, in whole or in part, without prior written permission from RHEI.

F. DISCLAIMER

THE RHEI SERVICE, INCLUDING, WITHOUT LIMITATION, RHEI CONTENT AND RESULTS, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER RHEI NOR ANY OF THE RHEI PARTIES MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE RHEI SERVICE; (B) THE RHEI CONTENT; (C) THE RESULTS, THE ACCURACY OF THE RESULTS OR WHETHER THE RESULTS WILL HAVE THE DESIRED EFFECT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO RHEI OR VIA THE RHEI SERVICE. IN ADDITION, THE RHEI PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE RHEI PARTIES DO NOT REPRESENT OR WARRANT THAT THE RHEI SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE RHEI SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE RHEI PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS AND THE RESULTS) ON OR FROM THE RHEI SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE RHEI SERVICE IS AT YOUR SOLE RISK. THE RHEI PARTIES DO NOT WARRANT THAT YOUR USE OF THE RHEI SERVICE (INCLUDING WITHOUT LIMITATION THE RESULTS) IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE RHEI PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

FOR THE AVOIDANCE OF DOUBT, RHEI DOES NOT HAVE CONTROL OR OWNERSHIP OF ANY VIDEOS OR ADVERTISEMENTS ON THE NETWORK AT ANY TIME AND DOES NOT GUARANTEE THE EXISTENCE AND AVAILABILITY OF ANY REVENUE FROM ADVERTISEMENTS OR YOUR ABILITY TO MONETIZE ON ANY OF THE PROVIDER CONTENT.

RHEI DOES NOT WARRANT THAT THE RHEI SERVICES, INCLUDING WITHOUT LIMITATION, THE RESULTS, WILL HAVE ANY IMPACT ON THE VIEWING OF YOUR PROVIDER CONTENT OR ON THE VIEWERSHIP OR REVENUE ASSOCIATED WITH SUCH CONTENT.

BY ACCESSING OR USING THE RHEI SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

THE RHEI PARTIES DO NOT ENDORSE PROVIDER CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY, COSTS OR OTHER CAUSE OF ACTION OR DAMAGES OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY PROVIDER CONTENT.

G. LIMITATION OF LIABILITY; WAIVER

UNDER NO CIRCUMSTANCES WILL THE RHEI PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OR LOST PROFITS, REVENUES OR GOODWILL) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE RHEI SERVICE; (B) THE RHEI CONTENT; (C) YOUR MATERIALS; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE RHEI SERVICE, INCLUDING WITHOUT LIMITATION, THE RESULTS; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE RHEI PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE RHEI SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE RHEI SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS (INCLUDING, WITHOUT LIMITATION, RESULTS OF AUTOMATED PROCESSES), OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE RHEI PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT OR OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT, DOWNTIME OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE RHEI PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE RHEI PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF RHEI'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE RHEI PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE RHEI PARTIES.

BY ACCESSING THE RHEI SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

RHEI IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE RHEI AND THE RHEI PARTIES FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH PARTIES.

H. INDEMNIFICATION

You (and also any third party for whom you operate an account or activity on the RHEI Service) agree to defend (at RHEI's request), indemnify and hold harmless the RHEI Parties from and against any claims, liabilities, damages, losses, and expenses, including without limitation, attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the RHEI Service or those conducted on your behalf): (i) your Materials or your access to or use of the RHEI Service, including without limitation, any Results; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation, whether actual or alleged by any third party, of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation, whether actual or alleged by any third party, of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation, whether actual or alleged by any third party, made by you to RHEI or any third party. You will cooperate as fully required by RHEI in the defense of any claim. RHEI reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you to RHEI or any third party, and you will not in any event settle any claim without the prior written consent of RHEI.

I. MISCELLANEOUS

If you are using the RHEI Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. You will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of RHEI. Any purported assignment or delegation by you without the appropriate prior written consent of RHEI will be null and void. RHEI may assign these Terms of Use or any rights hereunder without your consent. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms of Use remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Use. These Terms of Use do not confer any third-party beneficiary rights. The laws of the Province of British Columbia and its courts will govern these Terms of Use.