Terms and Conditions of Use

Last modified: June 10, 2020

Acceptance of the Terms of Use. These Terms and Conditions of Use (this “Agreement”) are entered into between you and Recite, LLC and its Affiliates (defined below), parents, and subsidiaries (the “Company”, “we”, “our”, “us”). This Agreement governs your relationship with the Company and your use of and access to all services and products provided, including any content, functionality, and services offered on or through, the Company’s website of WWW.RECITE.IO (the “Website”, and the foregoing services collectively, the “Services”). You agree that by accessing or using any part of the Services, whether as a trial user or paid subscriber, you are bound by the terms of this Agreement and the Company’s Privacy Policy, as all may be amended from time to time and which are incorporated herein by reference (collectively the “Terms”). The Company’s Privacy Policy describes what the Company can do with information you provide the Company or information the Company may otherwise receive regarding you. By accessing or using the Services, you further acknowledge and agree to the terms of the Privacy Policy, including the transfer of your information to other countries for storage, processing and use. If you do not want to agree to the Terms, you acknowledge you must not, and agree not to, and hereby cannot, access or use the Services. By accessing, using or uploading or downloading any information or materials to or from the Services, or by indicating your assent to these Terms by creating an account, clicking “sign up”, “register”, “join”, “subscribe”, or any similar mechanism, you are agreeing to these Terms. If you do not agree to these Terms, do not access or use the Services.
Important Notices.

Notice Regarding Dispute Resolution: These Terms contain provisions that govern how disputes between you and the Company are resolved, including an agreement to arbitrate, which will, unless you reside in the European Union, with limited exception, require you to submit claims you have against us to binding and final arbitration and limit you to claims against the Company on an individual basis, unless you opt-out in accordance with the instructions below.
If you access or use the Services on behalf of a company or other entity, you represent that you have authority to bind such entity and its Affiliates to these Terms and that it is fully binding on them. In such case, the term “you” will refer to such entity and its Affiliates. If you do not have authority, you may not access or use the Services. These Terms contain disclaimers of warranties and limitations on liability that may be applicable to you.

Definitions. For purposes of this Agreement, “Affiliate” shall mean, as to any individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated entity, governmental authority or any agency or department thereof, or any other entity of any kind (each a “Person”), any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or under common control with such Person. As used in this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management and policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).
Requirements for Use. You may not use the Services unless all the following apply to you, and you represent and warrant that you meet all of the following requirements:

You are an adult over the age of eighteen (18) years old with the ability to legally bind yourself to these Terms;
You are legally allowed to use the Services where you live and anywhere you access the Services;
You are not using the Services or accepting these Terms on behalf of any other entity, such as a company or organization, unless you have authority to bind that entity to these Terms; and
You have not been banned, suspended, or otherwise restricted by the Company, from using the Services.

Updates. The Company may modify this Agreement, any of these Terms, or any additional terms that apply in part or in whole to the Services to, for example, reflect changes to the law or changes to the Company’s Services. You should look at these Terms regularly. The Company will post notice of modifications to these Terms on the applicable web pages. The Company will post notice of modified additional Terms in the applicable Service as soon as is reasonably possible and will attempt to notify you through other means at the addresses provided to the Company. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for the Services or changes made for legal reasons will be effective immediately. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. If you do not agree to the modified Terms for the Services, you should and must discontinue your use of the Services immediately. If there is a conflict between these Terms and any additional or subsequent terms, the additional or subsequent terms will control for that conflict. These Terms control the relationship between the Company and you. They do not create any third-party beneficiary rights. Your failure to comply with these Terms, and the Company’s failure to take immediate action will not be construed as a waiver of any rights the Company may have. If it turns out that a particular term or provision in these Terms is not enforceable, this will not affect any other term or provision. Except for the statements in this document and the documents expressly incorporated herein by reference, no statement by the Company or anyone associated with the Company, whether verbal or written, can modify or supplement these Terms unless the modification or supplement is stated expressly in writing by referring to this Agreement.
Payment and Fees.

Payment. To pay any fee or subscription, you must designate and provide information about your preferred payment method (e.g., credit card, online payment service, a third party (such as Stripe), or any other payment method made available by the Company) (the “Payment Method”). If you provide your payment information, you authorize our third-party service providers, payment card networks and payment processors to receive, store and encrypt your payment information. You may switch to a different Payment Method or update your information by updating your account settings. If you paid through a third party (such as Stripe), you may change your Payment Method through the corresponding store account. No refunds or credits will be provided by the Company, other than as set forth in these Terms. If your payment provider determines that there are fraudulent charges on your account resulting from use of your Payment Method at the Services, please contact us immediately.
Fees. In order to make ongoing use of the Services, you will be required to pay subscription fees. Subscription fees, along with any required taxes, may be paid on a monthly or annual basis. All subscription fees are payable in advance. Subscribers changing from monthly to annual subscriptions will have the annual rates take effect at the beginning of the next billing date. If you upgrade your subscription or add new categories of service to your account, such changes may result in a new billing date. You agree to pay the subscription fees, and other charges you incur in connection with your account, whether on a one-time or subscription basis. The Company reserves the right to increase subscription fees, any associated taxes, or to institute new fees at any time upon reasonable advance notice.
Auto-Renewal. Subscription fees will be billed automatically at the start of the monthly or annual period, as applicable. These fees will auto-renew until your subscription is terminated. Your subscription fee will be the same as your initial charges unless you are otherwise notified in advance. You may cancel your subscription at any time, as described below.
Cooling Off. If you reside outside the United States, you may be entitled to change your mind and receive a full refund within fourteen (14) days (the “Cooling-off Period”), provided that you have not logged in or otherwise redeemed or started to use the Services as a subscriber during the Cooling-off Period.

Content Requirements. Any content you post or provide to the Services, including without limitation any and all Uniform Resource Locators (URLs) and the corresponding information and data contained on or accessed by such URLs, (the “Content”) will be considered non-confidential and non-proprietary. By providing any Content, you hereby grant us and our Affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right and license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose in accordance with your account settings and preferences (if applicable). You understand and acknowledge that you are responsible for any Content you submit, request, or contribute, and you, not the Company, have full responsibility for such Content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any Content posted by you or any other user of the Website. Any and all Content must satisfy all of the following criteria, and you affirm, represent, warrant, and covenant that any Content posted, submitted, or otherwise provided by you to the Services satisfies or will satisfy the following criteria:

You have the legal right to post the Content to the Services.
The Content and the purpose for posting it complies with all federal, state and local laws, rules, and regulations that may apply.
The Content does not infringe the intellectual property rights of the Company or any other Person.
The Content, when posted or submitted to the Services, will not cause the infringement of any proprietary or intellectual property rights of any third-party.
The Content does not include, capture, contain, or elicit non-public personal private information belonging to someone else, including without limitation another Person’s birthdate, home address, or telephone number.
The Content does not contain or capture any material that is illegal, defamatory, obscene, indecent, abusive, offensive, threatening, harassing, violent, hateful, inflammatory, or otherwise objectionable or advocating for violence.
The Content does not promote or capture sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
The Content does not violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with our Terms.
The Content does not give the impression that it emanates from or is endorsed by us or any other Person, if this is not the case.
The Content does not cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other Person.
The Content does not promote any illegal activity, or advocate, promote, or assist any unlawful or amoral act or conduct.
The Content does not deceive or impersonate any Person or misrepresent your identity or affiliation with any Person or organization.
The Content does not involve commercial activities or sales, including without limitation contests, sweepstakes, and other sales promotions, barter, or advertising.
The Content complies with these Terms.

License. You hereby grant to the Company an irrevocable worldwide, non-exclusive, royalty-free, sublicensable, perpetual right and license to use, copy, reproduce, process, create derivatives of, adapt, modify, publish, transmit, display, and distribute any Content posted by you to the Services solely in connection with your use of the Services. The rights and licenses granted by you hereunder do not include any moral rights or right of attribution, except that you hereby waive any such moral rights or rights of attribution with respect to the Company’s licenses and rights to the Content.
Prohibited Uses. You represent, covenant, warrant, and agree not to use the Services or assist or encourage any other Person:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US, EU, or other countries).
To send, solicit, request, upload, download, use, or re-use any material that does not comply with the Content Requirements set out in Section 6.
To transmit, or procure the sending of, any advertising or promotional material without the Company’s prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To impersonate or attempt to impersonate the Company, a Company employee, another user of the Services, or any other Person (including without limitation, by using email addresses or usernames associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which may, as determined in the sole and absolute discretion of the Company, harm the Company or its users, or expose the Company to liability.
To attempt to disrupt, degrade, impair or violate the integrity or security of the Services or the computers, services, accounts, subscriptions, memberships, or networks of any other party or Person (including, without limitation, “hacking,” “denial of service” attacks, etc.), including any activity that typically precedes attempts to breach security such as scanning, probing or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of any of the Company’s internet protocol space.
In any way that may be fraudulent or contain false, deceptive or misleading statements, claims, or representations (such as “phishing”).

Additionally, you represent, covenant, warrant, and agree not to:

Modify, copy, frame, mirror, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell for any commercial purposes any portion of the Services, use of the Services or access to Content.
Permit any third party to access the Services.
Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services.
Use any robot, spider, “offline-reader”, or other automated or non-automated device, process, or means to access the Services for any purpose, including monitoring or copying any of the material or content on or available through the Services.
Access the Services to monitor availability, performance or functionality.
Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms, without the Company’s prior written consent.
Use any device, software, or routine that interferes with the proper working or functionality of the Services.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is potentially malicious or harmful to the Services, any users of the Services, the Company, or the Company’s third-party networks, equipment, applications, infrastructure, services, or websites.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services.
Use, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempting to extract the source code of the software underlying the Services or any part thereof, unless expressly permitted or required by law, and in any case, without providing prior written notice to the Company
Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
Access the Services for any improper or amoral uses, including without limitation to: (1) misappropriate, dilute, tarnish, or infringe upon the privacy, intellectual property, publicity or other personal rights of the Company or any other Person, (2) collect or use information with the intent of deceiving or making misrepresentations to third parties, or (3) to collect or use information with the intent of causing adverse action or harm to third parties.
Record, process, harvest, collect, or mine information about other users of the Services.
Use the Services for any commercial solicitation purposes.
Access or copy in bulk, retrieve, harvest, or index any portion of the Services (“Scrape”) or use, support, or develop any robot, spider, scripts, or other automated or non-automated device, process, or means (such as crawlers, browser plug-ins and add-ons, or other technology) to Scrape the Services for any purpose.
Access the Services or any Content thereon through any technology or means other than those provided or authorized by the Services.
Submit to the Services or to the Company any information that may be protected from disclosure by applicable law.
Remove any copyright, trademark or other proprietary rights notices contained in or on the Services.
Execute any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Service’s servers or any data not intended for you
Take any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure.
Otherwise attempt to interfere with the proper working of the Website or Services.
Use the Services in any manner that would constitute any form of infringement or misappropriation of a copyright, trademark, patent, or any other intellectual property right.
Assist or encourage any other Person to commit any of the foregoing.

You are granted a limited, non-exclusive right to create a text hyperlink to the Services for non-commercial use only, provided such link does not portray the Company or any of its products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any pornographic, illegal, offensive, harassing or otherwise objectionable material. We reserve the right to revoke these licenses generally, or your right to use specific links, at any time, with or without cause.

You represent and warrant that: (i) you are authorized to create your account, whether individually or on behalf of an organization; (ii) you own the Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (iii) the posting and use of your Content on or through the Services does not and will not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy and data protection rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (iv) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Services.

IF YOU VIOLATE ANY PART OF THIS SECTION 9, WE MAY INITIATE AGAINST YOU LEGAL ACTION OR PURSUE ANY REMEDY AVAILABLE IN LAW, EQUITY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION COMMENCING A CIVIL ACTION AGAINST YOU AND/OR REFERRING YOU FOR STATE AND/OR FEDERAL CRIMINAL PROSECUTION. WE RESERVE THE RIGHT TO DETERMINE OUR RECOURSE AGAINST YOU ON A CASE-BY-CASE BASIS.

Intellectual Property; Infringement.

The Services and Website, their entire contents, features, and functionality (including, but not limited to, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. This Agreement permits you to use the Website for your personal, non-commercial use only. The Company reserves all rights not expressly granted hereunder.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, or transmit any of the material on our Services or Website, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your web browser for display enhancement purposes.
You may print or download copies of a reasonable number of pages of the Website for your own use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own use, provided you agree to be bound by our end user license agreement and any other applicable terms, including without limitation these Terms, for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not and may not:

Modify copies of any materials from the Services.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If you wish to make any use of material on the Website other than that set out in this section, please contact us with your request.
If you print, copy, modify, download, or otherwise use or provide any other Person with access to any part of the Website in breach of our Terms, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. Unless otherwise expressly set forth in this Agreement, no right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by our Terms is a breach of our Terms and may violate copyright, trademark, and other laws and rights.

The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. The Company also reviews claims of trademark infringement. If you believe in good faith that materials hosted by the Company infringe your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed (or, if multiple copyrighted works or trademarks located on the Services are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow the Company to locate the material on the Services; (d) the name, address, telephone number, and e-mail address (if available) of the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please be advised that the Company reserves the right to disregard any complaints that do not meet the above requirements. If the Company determines that the materials alleged to infringe your copyright or trademark rights do not require removal, the Company may only remove those materials only pursuant to a court order declaring the content or use of the materials unlawful.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good-faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located; or, if your address is outside of the United States, for any judicial district in which the Company may be found, and that you will accept service of process from the person who provided the original complaint; and (e) a physical or electronic signature (for example, typing your full name).

Notices and counter-notices with respect to the Services must meet the then-current statutory requirements imposed by the DMCA (see https://copyright.gov/title17/92appb.html) and should be sent to the agent identified below. Consult your legal advisor before filing a notice or counter-notice. Also, be aware that there may be penalties for false claims under the DMCA.

Agent to Receive Notices of Claimed Infringement:

Recite, LLC

Attention: Intellectual Property Agent

Re: DMCA Complaint
PO Box 16249,
Golden, CO 80402, USA
[legal@recite.io]

Trademarks. The Company name, the names of each Website, and all related names, trademarks, tradenames, logos, product and service names, designs, and slogans are trademarks of the Company or its Affiliates or licensors (collectively, the “Company Marks”). You must not, and may not, use any Company Marks without the prior written permission of the Company or its Affiliates, as may be the case. All other names, trademarks, tradenames, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners. The Company and its Affiliates hereby reserve all rights not granted herein. Nothing in these Terms shall be construed to grant any right, title, license, or interest in or to any Company Marks.
User Requirements; Treatment of Your Data; Access.

To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide us through the Services is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other Person. You also acknowledge that your account is personal to you and agree not to provide any other Person with access to this Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use a heightened level of caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

Monitoring; Termination. The Company may, and has the right to, remove any Content and terminate your access to the Services at any time and for any reason or no reason in its sole discretion. Any invitation made by the Company to you to use the Services or submit Content to the Services, or the fact that the Company may receive a benefit from your use of the Services or provision of Content to the Services, shall not obligate the Company to maintain or preserve any Content or maintain your access to the Services. The Company will have no liability to you for removing any Content, for terminating your access to the Services, or for modifying or terminating the Services, at any time and in any way and for any reason or no reason. The Company is free to remove Content and terminate your access to the Services without liability even where these Terms have been followed. We cannot review material before it is posted on the Services and therefore cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section

In addition to the foregoing, the Company has the right to:

Take any action with respect to any Content that we deem necessary or appropriate in our sole discretion, including without limitation if we believe that such Content violates any part of these Terms, infringes any intellectual property right or other right of any Person, threatens the personal safety of users of the Services or the public, or could create liability for the Company.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, the Company has the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE, RELEASE, AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY OR ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Communications. You agree to receive communications from the Company, including communications sent by phone, email, text message, smartphone notifications, or other means of communication. If you provide a phone number or email to the Company, you are required to notify the Company when you cease to own or control that number or email to help prevent the Company from sending communications to others who may acquire that number or email. Such notice shall be deemed given when you update your email or number in your account settings on the Website.
No Guarantee of Service. We hope to make the Services available at all times in the future, however, there may be times when we need to disable some or all of our Website(s) either temporarily or permanently. The Services may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability. Keep this in mind as Company will not be liable if all or any part of the Services is unavailable at any time, for any period of time. Also, from time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users and subscribers. We cannot and do not make any representations or warranties with respect to how you access or use the Services, including without limitation with respect to device compatibility. Furthermore, we reserve the right to withdraw or amend the Services in our sole discretion without notice.

You are responsible for both:

Making all arrangements necessary for you to have access to the Website.
Ensuring that all Persons who access the Website through your internet connection or devices are aware of these Terms and comply with them.

Reliance on Information; Accuracy. The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents. This Website may include content captured from third parties, including materials and content provided by other websites. All statements and/or opinions expressed in such materials, and all other content, other than the content provided by the Company, are solely the opinions and the responsibility of the Person providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Geographic Restrictions. The owner of the Website is based in the United States of America. The Company provides the Services for use only by Persons located in the United States. We make no claims or representations that the Services or any content is accessible, legal, or appropriate outside of the United States. Access to the Services may not be legal by certain Persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with all local and otherwise applicable laws.
Disclaimer of Warranties.

The Services are provided “as is” and at your own risk. The Services come with no express or implied warranties. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. The Company makes no representation or endorsement about the function of the Services or any content available through the Services. The Company has no responsibility or liability to you arising from your use of the Services or for Content provided by you or any other Person, even if such content is untrue, harmful, damaging, offensive, inappropriate, fraudulent, tortious, unlawful, contrary to social norms, etc. Although the Company may make efforts to review or monitor content, you agree that you will not rely on this in your use or accessing the Services. The Company has no responsibility or liability to you arising from hacking event, data breach, theft, misuse of information, conspiracy, racket, fraud, act of terrorism, misappropriation of information, technical malfunction, interruption of service, or similar event that may cause you to suffer damage, loss, or injury, including without limitation any damage to or loss of your personal property, data, operations, information, reputation, goodwill, profits, etc.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS, MEMBERSHIPS, SUBSCRIPTIONS, OR OTHER PRODUCTS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OR PRODUCTS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. YOU FURTHER WAIVE AND HOLD HARMLESS COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
YOU EXPRESSLY AGREE TO RELEASE THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS (THE “RELEASED PARTIES”) FROM ANY AND ALL LIABILITY IN CONNECTION WITH YOUR USE OF THE COMPANY’S WEBSITES, MOBILE APPLICATIONS, CONTENT, SERVICES OR PRODUCTS, AND PROMISE AND COVENANT NOT TO SUE THE RELEASED PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES, OR LOSSES ASSOCIATED WITH SUCH USE. YOU ALSO AGREE THAT IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (1) YOUR USE OR MISUSE OF THE SERVICES, (2) YOUR USE OR MISUSE OF THE SERVICES CREATED OR LICENSED BY THE COMPANY, (3) YOUR DEALINGS WITH THIRD-PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE SERVICES, (4) ANY DELAY OR INABILITY TO USE THE SERVICES EXPERIENCED BY YOU, OR (5) ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR CONTENT OBTAINED THROUGH THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS OF LIABILITY ABOVE, SUCH AS EXCLUSIONS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ENTERING INTO THIS RELEASE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE THE BENEFITS OF, SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, (AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY), WHICH PROVIDES AS FOLLOWS: “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.”
THE COMPANY AND ITS AFFILIATES DO NOT ENDORSE YOUR CONTENT OR ANY OTHER MEMBER’S CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT ON THE SERVICES.
IF YOU ARE A CONSUMER RESIDING IN THE EUROPEAN UNION, YOU HAVE LEGAL REMEDIES IF WE CAUSE YOU LOSS BY OUR BREACH OR NON-PERFORMANCE OF OUR LEGAL OBLIGATIONS, OR BY OUR NEGLIGENCE, AND THESE TERMS DO NOT AFFECT THOSE STATUTORY REMEDIES.

Further Disclaimer of Warranties. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, (1) CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY” AND (2) NEW JERSEY RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF THE TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT (X) SECTIONS 15, WHICH STATES, AMONG OTHER THINGS, THAT “NO SELLERS…SHALL IN THE COURSE OF HIS BUSINESS OFFER TO ANY CONSUMER OR PROSPECTIVE CONSUMER OR ENTER INTO ANY WRITTEN CONSUMER CONTRACT OR GIVE OR DISPLAY ANY WRITTEN CONSUMER WARRANTY, NOTICE OR SIGN…WHICH INCLUDES ANY PROVISION THAT VIOLATES ANY CLEARLY ESTABLISHED LEGAL RIGHT OF A CONSUMER OR RESPONSIBILITY OF A SELLER…” AND (X) SECTION 16, WHICH STATES, AMONG OTHER THINGS, THAT “…NO CONSUMER CONTRACT, NOTICE OR SIGN SHALL STATE THAT ANY OF ITS PROVISIONS IS OR MAY BE VOID, UNENFORCEABLE OR INAPPLICABLE IN SOME JURISDICTIONS WITHOUT SPECIFYING WHICH PROVISIONS ARE OR ARE NOT VOID, UNENFORCEABLE OR INAPPLICABLE WITHIN THE STATE OF NEW JERSEY…”. YOU HEREBY WAIVE, AS APPLICABLE, THESE SECTIONS OF THE CALIFORNIA CIVIL CODE AND NEW JERSEY TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT, PURPOSE, OR EFFECT AS THE AFOREMENTIONED PROVISIONS.
Indemnification. YOU AGREE TO RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, DEBTS, EXPENSES, OR FEES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO YOUR VIOLATION OF THESE TERMS OR YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT, ANY USE OF THE WEBSITE’S CONTENT, AND THE SERVICES OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS, OR YOUR USE OF ANY INFORMATION OBTAINED FROM THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY WILL HAVE THE RIGHT TO CONDUCT ITS OWN DEFENSE, AT YOUR EXPENSE, IN ANY ACTION OR PROCEEDING COVERED BY THIS INDEMNITY.
Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION (WHETHER CONTRACT, TORT, OR OTHERWISE), THE COMPANY AND ITS PARENTS AND SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR FOR INTANGIBLE LOSSES, ARISING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES, OR FROM THE ACTS OR OMISSIONS OF ANY OTHER PERSON. COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL IN NO EVENT EXCEED THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNT PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
California Notice. Under California Civil Code Section 1789.3, California Services members are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
Arbitration; Choice of Law.

You hereby agree to arbitrate any dispute that you have with the Company. YOU AGREE TO RESOLVE ALL DISPUTES WITH THE COMPANY THROUGH BINDING ARBITRATION WITH THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN DENVER, COLORADO, unless the dispute meets the requirements for small claims court and is filed in Denver County, Colorado. If for any reason this agreement to arbitrate is determined by a court or arbitrator to be unenforceable, you agree that the federal and state courts with jurisdiction over Denver County, Colorado will have exclusive jurisdiction over any dispute involving you and the Company, and you hereby consent to such jurisdiction and venue. Any arbitration will be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes. For disputes that involve a claim of less than $10,000 USD, the arbitration will be conducted only by telephone, online, or based solely on written submissions and not by personal appearance of any party or witness. This Agreement, these Terms, the Privacy Policy, and any and all disputes between you and the Company will be governed by the laws of the State of Colorado, excluding any applicable choice of law provision. ANY CAUSE OF ACTION OR ARBITRATION DEMAND MUST BE COMMENCED OR SUBMITTED TO THE AAA WITHIN ONE (1) YEAR AFTER THE ALLEGED INJURY HAS BEEN DISCOVERED OR REASONABLY COULD HAVE BEEN DISCOVERED. IF SUCH CAUSE OF ACTION IS NOT FILED WITHIN THE ONE (1) YEAR PERIOD DESCRIBED ABOVE, SUCH CAUSE OF ACTION OR DEMAND IS PERMANENTLY BARRED
You and the Company further agree that any arbitration shall be conducted in their individual capacities only, and not as a class action or other representative action. You further specifically agree that you will not, and hereby waive the right to, participate in a class action claim against the Company. Nor will you participate in any other kind of representative action or arbitration. Nor may an arbitrator consolidate your claims with the claims of any other Person. Nor may an arbitrator grant any relief on your claims that applies to someone else (such as injunctive relief that applies to a class of Persons), except where such a contractual limitation is not permitted by law. If any court or arbitrator determines that the class-action waiver set forth in this section is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and you and the Company shall be deemed to have not agreed to arbitrate disputes. This Section shall not limit the Company’s recourse for any material violations of Section 9.

Jury and Class Action Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. This Section shall not limit the Company’s recourse for any material violations of Section 9.
Thirty-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration- and class-action-waiver provisions set forth in this section by sending written notice of your decision to opt out to the following address via United States mail with proof of delivery:

Recite, LLC

Re: Arbitration Opt Out,

PO Box 16249,

Golden, CO 80402

The notice must be sent within thirty (30) days of registering to use the Services; otherwise, you shall be bound to arbitrate disputes in accordance with these Terms. If you opt out of these arbitration provisions, the Company also will not be bound by them. In addition, if you elect to opt out of these arbitration provisions, the Company may terminate your use of the Services.

Termination. You agree that the Company may, under certain serious circumstances and without prior notice, immediately terminate your account and/or access to the Services. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms or other incorporated agreements, policies or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Services (or any portion thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) nonpayment of any fees owed by you in connection with the Services. Termination of your use of the Services may include (x) removal of access to all offerings within the Services, (y) deletion of your information, files, account, membership, and Content associated with your account, and (z) barring of further use of the Services. Further, you agree that all terminations for cause shall be made in the Company’s sole discretion and that the Company shall not be liable to you or any third party for any termination of your account or access to the Services.
Waiver. No waiver by the Company of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
Severability; Reformation. If any term or provision of these Terms is invalid, illegal, or unenforceable in any applicable jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. If any one or more of the provisions or parts of a provision contained in these Terms shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision or part of a provision of these Terms; and these Terms shall, to the fullest extent lawful, be reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal, and enforceable to the maximum extent possible. Without limiting the foregoing, if any provision (or part of provision) contained in these Terms shall for any reason be held to be excessively broad as to duration, activity, or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the fullest extent compatible with then existing applicable law. Furthermore, the word “including” or any variation thereof, as used here and in all of these Terms, means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
Cumulative Remedies. All rights, powers, and remedies provided to the Company under this Agreement, these Terms, or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by the Company shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by the Company.
Entire Agreement. The Terms constitute the sole and entire agreement between you and the Company regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.