General Terms and Conditions

What we do

We build an essential powerful, easy-to-use, collaborative IP management platform that massively eases the manual workloads and integrates all the services needed to manage and profit from intellectual property. By building that platform, Rightly gives IP professionals the one tool and the integrity they need allowing them to serve more IP owners better and protect intellectual property internationally — and of course, scale their business.

Your use of Rightly is subject to these Terms and Conditions (together with our Privacy and Security Policy) (this “Agreement”) governs Rightly ApS’s (“Rightly”, “We”, or “Our”) relationship with you as a subscriber (the “Customer”) of our software (the “Software”) and our services (the “Services”) and any user granted access by the Customer (e.g. Clients or business partners of the Customer each, an “Authorized User”)) using the Software, the Services, and our website (www.rightly.io) (the “Website”, and together with the Software and Services, the “Rightly Suite”). By using the Rightly Suite, the Customer and Authorized User accept and agree to the terms of this Agreement. If you are using the Rightly Suite via a Customer, or you are on a free trial basis, you agree and are bound to these terms by using the Rightly Suite.

1. Use of Services

We reserve the right to modify these terms at any time. You agree to review this Agreement periodically to be aware of such modifications. You further agree that your continued use of the Services shall be deemed to be your conclusive acceptance of any modified Agreement. A current version of this Agreement is accessible via the footer at www.rightly.io.

We are responsible for hosting the Software and the Website, and the Customer is responsible for providing the resources necessary for Authorized Users to access the Rightly Suite. The Software and the Website are accessible 24/7, at least 99.95% of the time, except for maintenance, repairs, and loss or interruption caused by reasons beyond our control and not by our negligence. Rightly warrants commercially reasonable uptime availability in the Services and accuracy in the Customers or Authorized Users files loaded in the Rightly Suite. Customer acknowledges and agrees that your only remedy for failures, delays, or interruptions with respect to Services ordered by you is limited to a refund for such Services, at Rightly’s sole discretion. All Services are acquired by you “as is” and “where is”.

The Customer is responsible for keeping their account information current, whitelisting Our IP address, and mailing domain to ensure alerts of notifications, informing us of any errors, and ensuring that they have the infrastructure to access the Rightly Suite. We will use commercially reasonable efforts to correct any reproducible errors that prevent the Software from performing with the then-current specifications as promptly as possible.

You as a Customer accept that we provide you and your Authorized Users with notices, reminders, and messages through our Rightly Suite, Apps, and Contact Information. The Customer agrees that we will provide notices and messages to you in the following ways: (1) within the Rightly Suite, or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address).

2. Data and Content

“IP Record Data” means data, information, or material provided or submitted by Customer or any User to Rightly in the course of utilizing the Services. Accuracy, quality, deadlines, and correctness of data provided by the Customer for any use of the Services is the Customer’s sole responsibility.

“Rightly Content” means Rightly-supplied text, audio, video, graphics, and other information and data available by means of the Services.

Rightly re-distributes (but does not publish) certain content supplied by third parties and has no editorial control over such content. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including those made in publications made available to you by our Services, are those of the respective author(s) or publisher(s) and not of Rightly. Our third
party content providers may restrict access to their content and data for the specified user(s) and, accordingly, Rightly reserves the right to restrict access to the affected Rightly Content as required by the third-party content provider. The use of third-party trademarks or other intellectual property as contained in the Services is for information purposes only and Rightly claims no rights to such intellectual property and grants no license thereto.

3. License, User Accounts, and Authorized Users

Rightly grants the Customer a non-exclusive, revocable, worldwide, royalty-free, non-transferable license to access and use the Rightly Suite in creating and managing intellectual property for the Customer’s business purposes. In general, as the Customer, you may not sub-license such license, but you may grant sublicenses to any contractors you retain solely for using the Rightly Suite to provide assistance to Authorized Users. In order to provide Authorized Users with access to certain Services, you may need to create a User for them. Authorized Users have a license to use the Rightly Suite under the terms of this Agreement.

This Agreement does not give the Customer nor any Authorized Users any title, ownership, or interest (including any intellectual property rights) in the Rightly Suite or the Documentation.

Accurate Information in order to access the Rightly Suite, you need to create a user account (“Account”). You agree that any information you provide to us will be accurate, complete, and current information at all times. By providing the information you agree that any information, including personal data may be processed by Rightly as the data controller in accordance with its Privacy Policy and applicable legislation.

Authorized Users who create an Account will obtain a user ID and password (collectively, “Profile”).

You agree not to allow any third party to use your Profile to access the Services and to safeguard your Profile so as not to enable any third party to access the Services. You agree to be responsible for failure to safeguard your Profile and allowing any other person or entity to access the Services by using your Profile or otherwise by using your Account. You agree to notify Rightly immediately of any unauthorized use of your Profile, Account, or the Services. You agree that Rightly shall not be liable for any loss that results from the unauthorized use of your Profile or Account, either with or without your knowledge.

No part of a Profile or Account may be transferred or sold by you to another party. The Customer and Authorized Users will not, and will not attempt to, directly or indirectly (a) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, or any files contained in or generated by the Rightly Suite; (b) copy, modify, or adapt any part of the Rightly Suite, or otherwise use, resell, distribute, or sublicense any part of the Rightly Suite other than as authorized under this Agreement; (c) access the Rightly Suite on behalf of a competing service or permit any individual acting on behalf of a competing service to access the Rightly Suite; or (d) use the Rightly Suite in violation of any applicable law or regulation.

You agree that we have the right to cancel your Account and/or revoke your Profile for any reason at any time, at our sole discretion, if you fail to comply with any provision of this Agreement.

Rightly does not act as a law firm or a lawyer and does not act as a substitute for the advice of a lawyer. Neither the availability, operation, transmission, receipt, nor use of the Rightly Suite is intended to create an attorney-client relationship or any other special relationship between the Customer and Authorized Users and Rightly. As the Customer, you are solely responsible for your interactions with your Authorized Users, Authorized Users’ interactions with the Rightly Suite, and for revoking access to the Rightly Suite when necessary.

4. Services

Our services are designed to automate, collaborate and simplify IP Management by enabling you, your clients, and Local Agents to exchange instructions and data, learn, and find business opportunities, and make decisions using a cloud-based IP Management platform built by IP professionals to IP Professionals.

We provide digitization, insights, integrity, and transparency to professionals working with IP management globally. With automation, collaboration and simplicity, we bring our Customers and their clients and Local Agents or Preferred Agents closer having a common understanding of the value of good IP management.

Our Services allow messaging and sharing of information in many ways. Information and content that you share or post may be seen by other Authorized Users. Where we have made settings available, we will honor the choices you make about who can see content or information (e.g., IP Matters information).

As part of Our Services, we shall send reminders on your behalf to your Authorized Users of IP Records (trade mark, registered design, utility model, and patent) pending renewal based on the renewal dates that you have instructed us to enter into our system. Until instructions have been placed, Rightly will send out renewal reminders as per following frequency:
1 January, 1 February, and 1 March for IP Records pending renewals in Q1 and Q2.
1 April, 1 May, and 1 June for IP Records pending renewals in Q2 and Q3.
1 July, 1 August, and 1 September for IP Records pending renewals in Q3 and Q4.
1 October, 1 November, and 1 December for IP Records pending renewals in Q4 and the coming calendar year.

Upon instructions from Customer or Authorized Users we send an email with a Renewal Offer to 1 (one) Local Agent or your Preferred Agent to have them assume the responsibility of renewing the IP Record according to the instructions provided by Customer or Authorized User, subject to your or your Authorized Users payment the renewal cost. If the Local Agent or your Preferred Agent has not assumed responsibility, we will send a reminder 24 hours after the Renewal Offer was sent. Rightly automate the exchange of your instruction and the relevant data to reduce the manual and time-consuming workload of a traditional e-mail exchange of instructions and data ensuring you and the Local Agent or your Preferred Agent are constantly updated on the process of the Renewal Workflow and we are only responsible for sending the Renewal Offer to a Local Agent or your Preferred Agent it remains your responsibility to make sure that renewal dates and other deadlines are met, and any renewal fees are paid.

You must give us sufficient time to send the Renewal Offer to an Agent, so they have time to carry out the renewal prior to the renewal deadline. If we receive your instructions to renew late, the Agent may not have sufficient time to carry out your instructions prior to the deadline. In the event of late instructions, urgency charges may be incurred by the Agent and payable by You.

Certain of our Services (e.g. Online Brand Protection or Renewal workflows) are offered through the Rightly Suite. In the event you wish to purchase any of these Services, you have to contact our Customer Success Team.

Your right to any Services that are available is conditional on our receipt of the appropriate payment for such Services. If such payment cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, or, in the case of billed charges, if prompt payment of our bills is not rendered, you agree that we reserve the right to cancel your order and/or suspend or terminate your Account.

In addition to other applicable remedies, Rightly reserves the right to suspend and/or terminate Your access to the Rightly Suite and/or terminate this Agreement, upon five days’ email notice, if You no longer have a valid license in force.

We attempt to be as accurate as possible in describing Services (including pricing) offered for purchase; however, we do not warrant that all such descriptions are complete, current, or error-free.

Rightly strives to continually improve the Services and accordingly, may make improvements, changes, modifications, and updates to the features, presentation, format, and information of the Rightly Content available via the Services.

5. Disclaimer for IP Record Data provided by Customer

The Services are meant to be used by legal professionals. If you are not a legal professional, we encourage you to engage a legal counsel to interpret and investigate the data before it is delivered to Rightly either in an Excel spreadsheet, CSV-files, or through an API.

Any assessments made by our system relating to deadlines are based upon the system’s interpretation of the IP Record Data provided by the Customer. Rightly takes no responsibility for the correctness, accuracy, or quality of the IP Record Data provided. Our system does not practice law; therefore, you are encouraged to engage legal counsel to assess the information we make available to you. However, we offer Services to have Local Agents verify the IP Record Data.

6. GENERAL DISCLAIMER OF WARRANTIES

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE RIGHTLY SUITE IS AT YOUR SOLE RISK. NEITHER RIGHTLY NOR ITS THIRD PARTY INFORMATION PROVIDERS MAKE ANY REPRESENTATION OR WARRANTY (i) AS TO THE ACCURACY, CORRECTNESS, TIMELINESS, COMPLETENESS OR USEFULNESS OF THE SERVICES OR ANY CONTENT APPEARING IN THE SERVICES AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE RIGHTLY SUITE OR ANY CONTENT APPEARING IN THE RIGHTLY SUITE, OR (ii) GENERALLY FOR THE ACCURACY, RELIABILITY, OR QUALITY OF THE RIGHTLY SUITE OR ANY CONTENT APPEARING IN THE RIGHTLY SUITE. RIGHTLY IS NOT RESPONSIBLE FOR ANY FAILURES, DELAYS, OR INTERRUPTIONS OF THE RIGHTLY SUITE. THE SERVICES ARE PROVIDED TO YOU “AS IS” AND RIGHTLY MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND TO YOU, EITHER EXPRESS OR IMPLIED. SPECIFICALLY, RIGHTLY (FOR ITSELF AND ITS THIRD PARTY INFORMATION PROVIDERS) DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL RIGHTLY OR ITS THIRD PARTY INFORMATION PROVIDERS BE LIABLE, IN WHOLE OR IN PART, FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON THE RIGHTLY SUITE OR CAUSED BY YOUR CONDUCT OR FOR ANY LOSS OR INJURY CAUSED BY NEGLIGENT ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE INFORMATION AND THE RIGHTLY CONTENT OBTAINED THROUGH THE RIGHTLY SUITE. RIGHTLY DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE RIGHTLY SUITE, AND THE OPERATION OF THE RIGHTLY SUITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL RIGHTLY (OR ITS THIRD PARTY INFORMATION PROVIDERS INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, AND INVESTORS) BE LIABLE FOR ANY LOSSES, EXPENSES, COSTS, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, UNFORESEEN DAMAGES, LOSSES OF BUSINESS, PROFITS, OR OTHERWISE, EXPENSES, INCLUDING ATTORNEYS’ FEES RELATING TO THIS AGREEMENT, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE RIGHTLY SUITE, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS OR BUSINESS, OR ANTICIPATED LOST PROFITS OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RIGHTLY’S OR ITS AFFILIATES’ (OR THEIR THIRD PARTY INFORMATION PROVIDERS’) MAXIMUM AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATED TO THE RIGHTLY SUITE OR THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT OF FEES PAID TO RIGHTLY DURING THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. AUTHORIZED USERS AGREE TO WAIVE ALL RIGHTS TO INTERPOSE ANY CLAIMS, DEDUCTIONS, SETOFFS, OR COUNTERCLAIMS OF ANY NATURE (OTHER THAN COMPULSORY COUNTERCLAIMS) IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY MATTER ARISING THEREFROM OR RELATING HERETO OR THERETO. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 9 OR 10 HEREOF MAY NOT APPLY TO YOU.

8. Indemnification

You agree to indemnify, defend and hold Rightly, its officers, directors, affiliates, and third party information providers harmless from any claim, expense, or demand, including without limitation reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

9. Intellectual Property

Customer may not alter, resell, redistribute (except for the limited license to redistribute set forth in Section 3) or sublicense the Rightly Suite or the Rightly Content or provide it as a service bureau.

The Customer agrees not to reverse engineer the Rightly Suite. The Customer will not use or access the Rightly Suite to: (i) build a competitive product or service, (ii) make or have made a product using similar ideas, features, functions, or graphics of the Rightly Suite, (iii) make derivative works based upon the Rightly Suite or the Rightly Content, (iv) copy any features, functions or graphics of the Rightly Suite or the Rightly Content, (v) advance purposes other than trademark risk analysis, or (vi) establish an individual’s eligibility for credit or insurance to be used primarily for personal, family or household purposes, or for employment. The Customer will not “frame” or “mirror” the Rightly Suite. Use, resale, or exploitation of the Rightly Suite and/or the Rightly Content except as expressly permitted in this Agreement is prohibited.

In the event of a breach of the obligations set forth in section 11 above the Customer shall pay to Rightly EUR 25,000 as liquidated damages, and Rightly shall be entitled to recover additional damages in accordance with Danish Law. Payment of the liquidated damages shall not relieve the Customer of its obligations under this Agreement. Rightly shall be entitled to injunctive relief from a court of competent jurisdiction in addition to all other applicable remedies.

By providing comments, suggestions, or changes to the Rightly Suite, the Customer and Authorized Users agree to grant Rightly, under all right, title, and interest in those comments, suggestions, and changes a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use them or to incorporate them into the Rightly Suite.

10. Additional Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Customer represents and warrants that it has not falsely identified itself or provided any false information to gain access to the Service and that Customer’s billing information is correct.

11. Customer Data and Privacy

Rightly is committed to safeguarding your privacy. The terms regulating the handling of personally identifiable and other information in connection with the Rightly Suite are described in our Privacy Policy, which can be accessed via the footer of www.rightly.io.

All IP Record Data or other Data submitted by Customer or their Authorized Users to the Rightly Suite will remain the sole property and confidential information of Customer or such Authorized Users to the full extent provided by law.

Subject to the terms and conditions of this Agreement, Customer grants to Rightly a non-exclusive limited license to use, copy, store, transmit and display Customer Data solely to the extent reasonably necessary to provide and maintain the Service for the Customer.

Rightly may aggregate anonymous statistical data regarding the use and functioning of its system by its various Users. Such aggregated statistical data will be the sole property of Rightly.

Rightly will use industry standard security measures to protect Customer Data against unauthorized disclosure or use.

12. Confidentiality

“Confidential Information” means non-public information, technical data, or know-how of a party and/or its affiliates, which is furnished to the other party in written or tangible form in connection with this Agreement. Oral disclosure will also be deemed Confidential Information if it would reasonably be considered to be of a confidential nature or if it is confirmed at the time of disclosure to be confidential.

Notwithstanding the foregoing, Confidential Information does not include information which is: (i) already in the possession of the receiving party and not subject to a confidentiality obligation to the providing party; (ii) independently developed by the receiving party; (iii) publicly disclosed through no fault of the receiving party; (iv) rightfully received by the receiving party from a third party that is not under any obligation to keep such information confidential; (v) approved for release by written agreement with the disclosing party; or (vi) disclosed pursuant to the requirements of law, regulation, or court order, provided that the receiving party will promptly inform the providing party of any such requirement and cooperate with any attempt to procure a protective order or similar treatment.

Neither party will use the other party’s Confidential Information except as reasonably required for the performance of this Agreement. Each party will hold in confidence the other party’s Confidential Information by means that are no less restrictive than those used for its own confidential materials. Each party agrees not to disclose the other party’s Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party’s obligations hereunder. The confidentiality obligations set forth in this Section will survive for one (1) years after the termination or expiration of this Agreement.

Upon termination or expiration of this Agreement, except as otherwise agreed in writing or otherwise stated in this Agreement, each party will, upon the request of the disclosing party, either: (i) return all of such Confidential Information of the disclosing party and all copies thereof in the receiving party’s possession or control to the disclosing party; or (ii) destroy all Confidential Information and all copies thereof in the receiving party’s possession or control. The receiving party will then, at the request of the disclosing party, certify in writing that no copies have been retained by the receiving party, its employees, or agents.

In case a party receives legal process that demands or requires disclosure of the disclosing party’s Confidential Information, such party will give prompt notice to the disclosing party, if legally permissible, to enable the disclosing party to challenge such demand.

13. Term and Termination

The Term commences immediately upon the electronic approval of this Agreement by the Customer using the Services. Rightly, in its sole discretion, may suspend or terminate Customer’s username and password, account, or use of the Service and/or terminate this Agreement if Customer or its Authorized Users materially breaches this Agreement and such breach has not been cured within 10 business days of notice of such breach.

For specific Services under a written agreement the agreement period is specified in the specific Service Agreement. If the Customer does not terminate the agreement in writing before the end of the subscription period, the subscription shall automatically renew with the equivalent Agreement Period.

The following provisions will survive termination: all definitions, Customer’s accrued financial obligations, the license to Customer Data to the extent reasonable for Rightly’s discharge of its post-termination obligations, and the following Sections and paragraphs under this Agreement: 8 (GENERAL DISCLAIMER OF WARRANTIES), 9 (LIMITATION OF LIABILITY), 10 (Indemnification), 11 (Intellectual Property), 14 (Confidentiality) Section 19 (Arbitration and Governing Law) as well as 20 (General).

14. Links and Third Party Services

Rightly and/or third parties may provide links to other websites of possible interest to you. Because we have no control over such websites, you acknowledge and agree that we are not responsible for the availability of such websites and do not endorse and are not responsible or liable for any content, advertising, services, software, products, or other materials on or available from such websites. You also acknowledge and agree that Rightly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, software, products, or other materials on or available from such websites. All such websites shall be subject to the policies and procedures of the owner of such websites. Authorized Users acknowledge and agree to Rightly’s use of third-party vendors and partners that provide the necessary infrastructure, software, storage, and related technology systems to offer the Rightly Suite (e.g., Google Firebase, etc.). Authorized Users data privacy that is handled by third party solutions is addressed in the Privacy Policy. Further, if Authorized Users make use of any services integrations available to Authorized Users from third parties within the Rightly Suite, Authorized Users do so at their own risk and have a separate contractual relationship with those parties.

15. Notice

Rightly may give notice by means of electronic mail to Customer’s email address on record in Customer’s account or by written communication sent by first class mail or by courier service to Customer’s address on record in Customer’s account. Such notice will be deemed to have been given upon the expiration of 36 hours after mailing (if sent by first class mail) or sending by courier or 12 hours after sending (if sent by email), or, if earlier, when received. Customer may give notice to Rightly by email to hello [@] rightly.io A party may, by giving notice, change its applicable address, email, or other contact information.

16. Assignment

This Agreement may not be assigned by Customer without the prior written approval of Rightly but may be assigned by Rightly to (i) a parent or subsidiary, (ii) an acquirer of all or substantially all of Rightly’s assets involved in the operations relevant to this Agreement, or (iii) a successor by merger or other combination. Any purported assignment in violation of this Section will be void. This agreement may be enforced by and is binding on permitted successors and assigns.

17. Arbitration and Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Denmark, without regard to the principles of conflicts of law of any jurisdiction. Both parties shall use their best efforts to settle by amicable negotiations any disputes which may occur between them arising out of or relating to this Agreement; the existence, validity, termination, interpretation of any term hereof; and disputes regarding your use of the Services. If the parties fail to reach an amicable settlement within thirty (30) days of the initiation of such amicable negotiations, either party may refer such dispute to binding arbitration. The language to be used in the arbitral proceedings shall be English. The arbitration will be held in accordance with the Arbitration Rules of the Danish Institute of Arbitration in effect at the time of the arbitration (the “ICC Arbitration Rules”); the Danish Institute of Arbitration shall be the appointing authority and responsible for administering any arbitration hereunder in accordance with the ICC Arbitration Rules; and the place of arbitration shall be in Copenhagen, The Kingdom of Denmark. The arbitration shall be conducted by a single arbitrator who shall be a professional, legal or otherwise, but shall not be, or have previously been associated with either party (the “Arbitrator”). The arbitral award shall be final, binding, and non-appealable. The Arbitrator’s award must be reasoned and issued in writing within thirty (30) days of the hearing, unless otherwise agreed to by Rightly and you. Notwithstanding the foregoing, in recognition of the irreparable harm that a breach by you of the intellectual property rights of Rightly or its licensors would cause, Rightly may seek an injunction against such violation or breach in a court of competent jurisdiction.

18. GDPR

As a general principle, Rightly limits the information collected about you to only what is needed for conducting our business. “Personal Data” (PD) means any information that identifies you directly or indirectly, including, without limitation, by reference to your name, e-mail address, login ID, other contact or location data, and to one or more factors specific to your genetic, economic, cultural or social identity. You may choose to provide PD to Rightly in a number of ways: in person, telephonically, by mobile app, by email, or electronically via our websites. Examples of how you may share PD with us include: requesting a brochure or product information, requesting pitch user, requesting OBP pre-screenings, ordering software or services from us, responding to Rightly surveys, or applying for a job. We may also obtain PD from third parties (for example, credit agencies or background checks).

General Examples of PD are:

· Name (including company name for business customers)

· E-mail address

· Credit card number, financial/bank account number or wire transfer information, including routing numbers and instructions

· Passwords or personal identification codes (PINs)

· Date of birth

· Social Security number or other government identification number

· Employee number

· Professional employment information

· Company contact information for business customers

· Mailing address

· Telephone number

· IP Address allowing you to access our internet services

Rightly may compile or aggregate PD from numerous customers or Web or platform visitors to collect data about groups of customers or potential customers or categories of service. Rightly does not consider this “aggregate” information as PD because the aggregated information does not contain the PD of any individual customer or Web visitor.

Rightly retains PD only as long as is necessary for Rightly to comply with business, tax, and legal requirements. For customers, partners, vendors, and employees, this

retention period is likely to be the entire time you are our customer or employee or otherwise have a relationship with us, depending on the type of PD. After our relationship is terminated we will keep your PD for a reasonable period, to maintain our records in accordance with the law and our legitimate business needs. We may keep an anonymized form of your PD, which will no longer refer to you, for statistical purposes without time limits, to the extent that we have a legitimate and lawful reason to do so.

Rightly commits to cooperate with EU data protection authorities and comply with the advice given by such authorities with regard to human resources data transferred from the EU in the context of the employment relationship.

Rightly’s customers (our licensees) can use our software products to collect PD from their employees, affiliates, law firms, agents or counterparts. The collection, access, administration, and storage of this PD is under the control of our licensees, with generally no involvement or access by Rightly personnel.

Rightly utilizes a data center that is at least ISO/IEC 27001:2013 and SOC 2, Type 2 certified and whose practice and infrastructure are in compliance with applicable privacy laws and appropriate data transfer mechanisms. Rightly is responsible for the processing of PD it receives, under the General Data Protection Regulation (GDPR), the California Consumer Protection Act (CCPA), and other applicable data privacy laws (collectively “Privacy Laws”), and subsequently transfers to a third party acting as an agent on its behalf. Rightly complies with the EU Standard Contractual Clauses for all onward transfers of PD from the EU or Switzerland, including any onward transfer liability provisions and has placed EU Standard Contractual Clause in force with all third parties who further transfer Personal Data acting on Rightly’s behalf.

We, at Rightly take security very seriously, which is why we use industry leaders as the technological basis of our platform.

Rightly use the following service providers:

· Firebase (Google): We store our data (IP records, matters, tasks, user data, etc.) in Firestore, which is a product in the Firebase portfolio, which in turn is a platform run and hosted by Google. Security, specifically authentication and authorization, is handled through Firebase Authentication. See information about Firebase security practices here.

· Vercel: Our frontend is hosted by Vercel. See more information about their security practices here. · Render: Parts of our platform run on render.com. Render runs their platform on AWS in Europe and on Google Cloud Platform in the US. We only have services in Europe on Render. They are currently working on getting SOC 2 certified.

· Mailjet: We use Mailjet to send e-mails from our platform. See their security practices here.

· Sentry: We use Sentry for logging information about how our systems are used and to trace errors. See their security practices here.

· Algolia: We use Algolia to index certain data, making it easier and quicker to search through it. See information about their security practices here.

Rightly complies with ISO 27001.

If Rightly processes any personal data (as defined in the GDPR) of individuals located in the European Economic Area (“EEA”) or if Authorized Users are established in the EEA, the Data Processing Addendum will apply to the processing of such personal data and Authorized Users agree that under EU General Data Protection Regulation 2016/679 (“GDPR“), Rightly is the Processor and the Customer is the Controller.

19. General

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement, along with any other terms and conditions regulating the use of the Rightly Suite, sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The provisions of this Agreement and any ancillary terms and conditions will survive termination or expiration to the extent necessary to carry out the intentions of the parties. To the extent our third party information providers are expressly stated in this Agreement, they are a third party beneficiary to this Agreement. Rightly has the right to use Customer and/or Brand Owner licensee’s name and logo as a reference in its own marketing and promotion. Rightly has the right to use Customer’s name and logo as a reference in its own marketing and promotion and also when Customers request Rightly to assist in sending out notifications to Clients of the Customer or preferred Agents of the Customer while active as a customer. The Customer can opt-out by emailing hello [@] rightly.io.

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