Last Updated: 09/19/2025

PLEASE READ THIS TERMS OF SERVICE AGREEMENT (“TERMS”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“USER” OR “YOU”) AND RISE WORKS, INC. AND ITS SUBSIDIARIES AND AFFILIATES (COLLECTIVELY “RISE,” “COMPANY,” “WE,” “OUR” OR “US”).

1. INTRODUCTION

Rise Works Inc. (“Rise”) is your ultimate Web3-enabled payroll and compliance for the modern workforce allowing the fastest and most flexible way to hire, onboard, and pay globally distributed teams in cash or crypto, all from one place.

By creating an account or otherwise using the Services (as defined below)
in any manner, you are entering into a legally binding agreement with Rise Works, Inc. (hereinafter "Rise") a Delaware corporation, headquartered in Pepper Pike, Ohio 44124, as set forth in these Terms of Service (“Terms”). These Terms also include our Privacy Policy which is incorporated by reference.

By accessing or using https://www.riseworks.io/ and all webpages, subdomains and any successor or affiliated websites (the “Site”), or any other website with an authorized link to these Terms, registering an account or accessing or using any content, information, services, features or resources available or enabled via the Site, or clicking on a button or taking another action to signify your acceptance of the Terms, you: (1) agree to be bound by and any future amendments and additions to the Terms as published through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract and use the Site and Services; and (3) represent that you have the authority to enter into the Terms personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. If you do not agree to be bound by these Terms, you may not access or use the Services.

2. MODIFICATIONS.

We may update these Terms from time to time. We will give you notice of the changes by posting an updated version of these Terms online, updating the “Revised” date above, or by emailing you at an email address you have provided. Changes to these Terms will be effective as of the date we post them or otherwise notify you of them, unless we specify a different effective date when we make a particular change. Your continued use of the Site or Services will constitute your acceptance of the changes. If you do not agree to a change, you must stop using the Site and the Services.

We may modify, add to, suspend, or discontinue the Services or certain features of the Services at any time for any reason, without prior notice to you. Unless expressly stated otherwise, any new feature that augments, enhances, or otherwise modifies the Services is subject to these Terms.

‍3. SERVICES 

The “Services” collectively include the Site, emails, newsletters, and other communications, user accounts, payment services, employer of record services, Content, any other products or services offered by Rise, and any other services that state they are governed by these Terms. “Content” means any and all text, articles, images, videos, graphics, software, music, audio, information, or other materials appearing on the Site, including, whether created or posted by you, Rise, a third party, or any other user.

‍4. ACCOUNTS 

While you are not required to provide your personal information to us, unless you create an account with us (a “Rise Account”) and give us certain personal information, we may not be able to provide you with access to, or use of, some of the Services. If you choose not to create or continue to maintain a Rise Account, you may still access certain features as a visitor to our Site. Your access and use of the Services, whether as a visitor or as a Rise Account holder, is subject to these Terms.

When you create a Rise Account, you will provide us with certain personal information, including but not limited to, a unique username and email address. You are responsible for maintaining the confidentiality and security of your account information, including any usernames or passwords, and are solely responsible for the activity that occurs on your Rise Account. You may not create an account for someone else, allow someone else to use your Rise Account or transfer or assign your Rise Account to another person or entity. You agree to notify us immediately of any actual or suspected unauthorized access to or use of your username or password or any breach of security related to your Rise Account.You acknowledge that Rise is not responsible for third party access to your account that results from theft or misappropriation of your Rise Account.

In creating a Rise Account, you agree to (a) provide factual, correct, current and complete information as may be requested during Rise Account creation process, and (b) maintain and promptly update your Rise Account information in an effort to maintain accuracy and completeness at all times.

If you knowingly provide information of a false, untrue, inaccurate or incomplete nature, Rise may suspend or terminate your Rise Account. If your Rise Account has been canceled by us, or you have been removed or otherwise blocked from the Site due to a violation of our Code of Conduct or for any other reason, you may not continue to use the Services.

You may cancel your Rise Account at any time by sending an email to hello@riseworks.io, selecting “delete” within the Rise app or requesting account cancellation with a supported person within the Rise app. If your Rise Account is cancelled, we have no obligation to maintain, delete or return to you any content or personal information data you have posted through your use of
the Site or Services unless you specifically request such deletion in accordance with our Privacy Policy and have a legitimate right to such deletion under applicable law. Any access, preservation and/or disclose your Rise Account information is governed by our Privacy Policy.

‍5. SUBMITTED CONTENT; LICENSES

Rise Content: The Site and Services contains content created and/or posted by Rise (“Rise Content”). We retain all right, title and interest in and to such Rise Content, including all associated intellectual property rights, including, without limitation, copyrights, trademarks, trade names, trade dress, logos, patents, software, know-how, trade secrets, and all other proprietary information. Subject to your compliance with these Terms, Rise grants you a revocable, limited, non-exclusive, non-transferable license, to access and view any Rise Content solely for your personal and non-commercial purposes. You agree not to sublicense, copy, distribute, display, reproduce, or otherwise exploit any Rise Content or Services without our prior written permission of Rise.

User Content: Through your access of the Site or use of the Services, you may be given the opportunity to submit or post content on the Site including but not limited to text, articles, images, videos, graphics, software, music, audio, or other information. We do not acquire ownership of the content you post through the Services, but by posting any content, you agree to grant us a universal, perpetual, sub-licensable, commercial, royalty-free, and irrevocable license to use, copy, reproduce, process, adapt, modify, create derivative works from, publish, transmit, display, and distribute such content, in all media and distribution methods now known or hereafter devised, and you represent to us that you have the right to grant such a license. You agree that this license includes the right for other users of the Services to modify your content and for Rise to make your content available to others for the publication, distribution, syndication, or broadcast on other media and services. Such additional uses by Rise or others may be made with no compensation paid to you with respect to the content that you submit, post, or otherwise make available through the Services. Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary and we are free to use such feedback, comments, or suggestions as we see fit and without any obligation or compensation to you and you agree that such feedback, comments or suggestions do not contain any confidential or proprietary information of a third party. We reserve the right, but do not have any obligation to, remove or block any content in our sole discretion, at any time, without notice to you and for any reason (including, without limitation, upon receipt of claims or allegations from third-parties or authorities relating to such content or if we are concerned that you may have violated these Terms), or for no reason at all. If the content you submit to the Services contains your personal information, your right to access that personal information is governed by our Privacy Policy.

Disclosure of Content: We reserve the right to access, read, preserve, and disclose any Content or information in accordance with our Privacy Policy.

Property, Trademarks and Copyrights: The trademarks, logos, trade names, and service marks, copyrights, whether registered or unregistered (“Trademarks”) displayed on the Site are Trademarks of Rise. Display or use of any Trademarks on the Site or in the Services shall not be construed as granting, by implication or otherwise, any license or right to use any Trademark without the prior written permission of Rise. You also agree not to use our trade dress, or copy the look and feel of the Site or its design.

Through your access to the Site or use of the Services, you may be given access to certain essential software that  may be used in connection with our Services ("Software"). Rise hereby grants you a personal, non-transferable and non-exclusive right and/or license to  make use of the object code or our Software on a single computer, as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse  assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software. You agree not to alter or change the Software in any manner, nature or form, and as such, not to use  any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Services. You also agree not to access or attempt to access our Services through any means other than through the interface which is provided by Rise for use in  accessing our Services.

‍6. CODE OF CONDUCT

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Services. In connection with your use of the Services, you agree that you will not:

• violate any local, state, provincial, federal, national, international or other law or regulation, or any order of a court including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities  exchange, that would include without limitation, the New York Stock Exchange, the American  Stock Exchange, or the NASDAQ, and any regulations having the force of law.
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• upload, post, email, transmit, or otherwise make available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar,  obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable. 
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• defame, defraud, mislead, or impersonate any person or entity, or otherwise misrepresent yourself or your affiliation with any person or entity.
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• upload, post, email, transmit or otherwise offer any content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of  any other party.
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• upload, post, email, transmit or otherwise offer any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship. 
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• upload, post, email, transmit, or otherwise offer any unsolicited or  unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of  solicitation, except in any such areas that may have been designated for such purpose.
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• introduce any viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software to the Site or Services or transmit any other computer programming routines that may damage, destroy and/or limit the operation of any computer software, hardware , or that may surreptitiously intercept any data, or personal information.
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• interfere with or disrupt any Services, Site, servers and/or networks that may  be connected or related to our Site.
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• provide informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a  "foreign terrorist organization" in accordance with Section 219 of the Immigration Nationality Act. 
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• collect or store any personal data relating to any other member or user in connection with the prohibited conduct and/or activities which have been set forth in this Code of Conduct. 
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• run any bots, spiders, scrapers, web crawlers, indexing agents, or other software to aggregate or browse our Services, including, without limitation, company or user accounts or profiles, or otherwise interfere with or circumvent the integrity of the Site or Services.
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• conduct data mining, use machine learning tools or models, or train machine learning tools or models or use any other artificial intelligence technology on the Site.
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• use any content or data (including any associated metadata) for any machine learning and/or artificial intelligence purposes, including without limitation to train or develop artificial intelligence technologies, tools or machine learning language models.
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• use artificial intelligence technologies, tools or machine learning language models to generate or combine any text, images or any other material or derivative works based on or using any content or the Site.
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• infringe, violate, or otherwise interfere with any copyright, trademark, or other intellectual property rights of another party.
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• attempt to bypass, disable, or hack any security features or restrictions in the Services, including but not limited to, digital security technologies.
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• copy, share, distribute, publish, or exhibit any content, whether fully or partially, from the Services without permission.
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• replicate, duplicate, copy, trade, sell, resell, or exploit for any  commercial reason any part, use of, or access to the Site or the Services.
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• act in any manner which, in our sole discretion, is objectionable, interferes with the proper working of the Services, or which may affect our reputation in any way.
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7. GLOBAL USE; EXPORT/IMPORT COMPLIANCE

You acknowledge that our Site and Services are operated from the United States but may be accessible globally. Uploading, posting and/or transferring of software, technology and other technical data may be subject to the export and import laws of the United States and possibly other countries. By using the Services, you agree to comply with all applicable local, state, national, and international laws and regulations, including but not limited to export control laws, trade sanctions, and import regulations.

Compliance with Export Laws. You agree not to use, export, re-export, or transfer any content, software, technology, or materials obtained from our Services in violation of all applicable export and import laws, statutes and regulations, including, but not limited to, the U.S. Export Administration Regulations the International Traffic in Arms Regulations, any other applicable export laws of the United States or other jurisdictions. 

Restricted Parties. You represent and warrant that you are not on any government-restricted lists, including but not limited to, the U.S. Treasury Department’s Specially Designated Nationals (SDN) List, the Office of Foreign Assets Control’s Specially Designated Nationals (SDN) List, the U.S. Commerce Department’s Entity List or any similar lists issued by other national or international regulatory bodies. 

Import and Local Compliance. If you access or use the Services outside the United States, you assume full responsibility for ensuring compliance with local laws, including import restrictions, data regulations, and service use limitations in your jurisdiction. We make no representation that the Services are appropriate or available for use in all locations, and access may be restricted where prohibited by law.

‍Violation and Termination. Any violation of this clause may result in immediate suspension or termination of your access to our Services without notice, and may subject you to legal penalties.

8. INDEMNITY 

You agree to indemnify, defend and hold harmless Rise, its affiliates and each of their respective principals, shareholders, agents, officers, directors, consultants, and employees from or against third-party claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses arising from or relating to any third-party claim, suit, action or proceeding arising out of or related to your use or purchase of the Services, your content, your violation of the rights of any third-party or person, or your breach of these Terms or any representation or warranty contained herein. Rise reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Rise, and you agree to cooperate with Rise’s defense of these claims. Rise will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

9. MODIFICATIONS 

We may update these Terms from time to time. We will give you notice of the changes by posting an updated version of these Terms online, updating the “Last Updated” date above, or by emailing you at an email address you have provided. Changes to these Terms will be effective as of the date we post them or otherwise notify you of them, unless we specify a different effective date when we make a particular change. Your continued use of the Services will constitute your acceptance of the changes. If you do not agree to a change, you must stop using the Services. We may modify, add to, suspend, or discontinue the Services or certain features of the Services, or remove any content at any time for any reason, without prior notice to you or any liability to you. Unless expressly stated otherwise, any new feature that augments, enhances, or otherwise modifies the Services is subject to these Terms.

‍10. TERM AND TERMINATION 

These Terms commence on the date you accept (as described above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section. At its sole discretion, Rise may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, Rise reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. All provisions of these Terms which by their nature should survive, will survive termination of Services, including without limitation, indemnification, ownership provisions, warranty disclaimers, and limitation of liability.

In association of the the termination of your account, your use of the Site or the Services, Rise may:

• remove any access to all or part of the Site or Services. 
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• delete your Rise Account and password and any and all related information, files, and any such content that may be associated with you or your account.
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• bar you from any further use of all or part of the Site or Services.
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11. THIRD PARTY LINKS OR SERVICES

The Site may direct you to third-party websites that are not owned or maintained by Rise. You acknowledge and agree that we are not responsible for your use of such third-party links, the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising or any other materials, on or available from such third-party sites. Furthermore, you acknowledge and agree that Rise shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such content, goods or Services made available on or through any third party site or resource. The inclusion of any link to a third-party website does not imply any association between us and their operators. Your use of any third-party websites is governed by the terms of such third-party websites and not by these Terms. 

12. PARTNERS POLICY  

We may collaborate with third-party partners, including but not limited to vendors, affiliates, service providers, and business collaborators ("Third Party Partners") and the Services may integrate with products and services of Third Party Partners, or import or export data and other content to or from Third-Party Partners to enhance the functionality, content, and offerings of our Services. 

Any use of any Third Party Partner products or services is solely at your own decision and risk. Rise is not responsible for any Third Party Partner products or services, any use of Third Party Partner products or services, and any data exchange between you and any Third Party Partner is solely between you and such Third Party Partner and is subject to their own terms and policies, which we do not control.

Rise makes no representation or warrant and shall have no liability whatsoever in relation to the content or use of, any such Third-Party Partner product or service, or any transactions completed, and any contract entered into by you, with any Third Party Partner.

If you use any Third-Party Partner product or service, you: (i) assume all risk arising from your use of the Third-Party Partner product or service, including waiving and releasing Rise from any claims directly or indirectly related thereto; and (ii) will, without limitation, defend, indemnify, and hold harmless Rise from any third party claims directly or indirectly arising from or related to your use of any Third-Party Partner product or service.

13. DISCLAIMERS 

As Is.  TO THE FULLEST EXTENT PERMITTED BY LAW, (I) YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND (II) RISE EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES OR THE SITE. RISE MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. 

THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. RISE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM RISE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

‍No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT RISE IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. 

14. LIMITATION OF LIABILITY 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RISE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, OR REPUTATION ARISING FROM YOUR USE OF THE SITE, CONTENT, OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT SHALL THE AGGREGATE LIABILITY OF RISE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE ONE MONTH IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. 

15. DMCA NOTICES

If you believe that your copyright or trademark has been infringed on the Site or otherwise in our Services, please notify us via mail or email with a message which contains:

• Your name and contact information, including your address, telephone number, and an email address;
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• The name of the party whose copyright or trademark has been allegedly infringed, if different from your name;
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• The name and description of the original work that is allegedly being infringed;
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• The location of the alleged infringing copy (such as the URL);
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• A statement that you have a good faith belief that use of the copyrighted or trademarked work is not authorized by the owner (or by a third-party who is legally entitled to authorize its use on behalf of the owner) and is not otherwise permitted by law; and\

• A statement that you swear, under penalty of perjury, that the information contained in the notification is accurate and that you are the copyright or trademark owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification and send it to our DMCA Agent at:

For mailed notices:

Andrew Jurgensen
Revision Legal, PLLC
8051 Moorsbridge Rd.
Portage, MI 49024

For email: drew@revisionlegal.com 

16. MANDATORY ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT.‍

(i) Informal Dispute Resolution. For any and all disputes between you and Rise, the parties shall use their best efforts to settle informally the dispute, claim, question, or disagreement and to engage in good faith negotiations. Failure to engage in this process could result in the award of fees against you in arbitration. To initiate informal dispute resolution, the initiating party must first send a written description of the dispute to the other party. For any dispute against Rise that you initiate, you agree to send to Rise (a) a written description of the dispute and (b) the email address(es) associated with your account or you use of the Services through the following email address: legal@riseworks.io. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. If the parties’ dispute is not resolved within sixty (60) days after receipt of the written description of the dispute by a party, you and Rise agree to resolve any remaining dispute through the additional dispute resolution provisions set forth below. The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

(ii) Mutual Arbitration Agreement. If the informal dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve the dispute, (except as provided in herein) subject to the terms set forth below and the National Arbitration and Mediation (“NAM”) rules. If you are initiating arbitration, a copy of the demand shall also be emailed to legal@riseworks.io. Except as set forth below, you and Rise agree that all claims, disputes, or disagreements that may arise out of or relating to the interpretation, applicability, enforceability, formation, or performance of these Terms — including but not limited to any claim that all or any part of these terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or timing of any administrative or arbitrator fees—shall be resolved exclusively through binding arbitration in accordance with this Section (collectively, the “Arbitration Agreement”). The arbitrator shall be empowered under this Arbitration Agreement to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the arbitration provider’s rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with this Section. This Arbitration Agreement is intended to be interpreted broadly, and it applies to claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice opt-out provisions set forth below. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. You and Rise expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the parties’ decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

(iii) Waiver Of Rights Including Jury Trial. THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS AND ARBITRATION AGREEMENT, YOU AND RISE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

(iv) Class Arbitration and Collective Relief Waiver. YOU AND RISE ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN SUBPART (VII) BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR COLLECTIVE ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS RISE PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING. If there is a final judicial determination that applicable law precludes enforcement of this paragraph’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies. If there is a final judicial determination that either the Class Arbitration and Collective Relief Waiver in this section, or that the provisions in this section are not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court as provided herein, but shall be severed and stayed pending arbitration of the remaining claims.

(v) Arbitration Rules. The arbitration will be administered by NAM and conducted before a sole arbitrator in accordance with the rules of NAM, including, as applicable, NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

(vi) Arbitration Location and Procedure. For all U.S. residents, the arbitration shall be held (i) at a location determined under the applicable NAM rules and procedures that is reasonably convenient for you and is no more than 100 miles from your home or place of business; or (ii) at another location you and we agree upon. For non-U.S. residents, the arbitration shall be held in Cleveland, Ohio (unless otherwise agreed by the parties). The arbitrator shall apply Ohio law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Rise submit to the arbitrator, unless the arbitrator determines that a hearing is necessary or the parties agree otherwise. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise. Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow the issues in dispute.

(vii) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM against Rise within reasonably close temporal proximity (“Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Rise and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with Rise and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Rise otherwise consents in writing, Rise does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this subpart (vii). If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled. The parties agree that this batching provision is integral to the Arbitration Agreement insofar as it applies to a Mass Filing.

(viii) Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of the “Limitation of Liability” section of these Terms as to the types and the amounts of damages or other relief for which a party may be held liable. No individual arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration if authorized under applicable substantive law governing the claims in the arbitration.

(ix) 30-Day Right to Opt Out. You have the right to opt out and not be bound by the Arbitration Agreement by sending written notice of your decision to opt out to legal@riseworks.io. The notice must be sent within thirty (30) days of (a) 09/19/25; or (b) your first use of the Service, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, Rise will also not be bound by it.

(x) Changes. Rise will provide thirty (30) days’ notice of any material changes to this “Mandatory Arbitration and Class Action Waiver” section. Changes will become effective on the 30th day and apply to all claims not yet filed. If you continue to use the Services after the 30th day, you agree that any unfiled claims of which Rise does not have actual notice are subject to the revised clause.

(xi) Class Action Waiver. You may only resolve Disputes with Rise on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Except as described in Section 16(vii), class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations aren’t allowed.

17. ENTIRE AGREEMENT 

These Terms, together with the Privacy Policy, and any other legal notices published on the Site, shall constitute the entire agreement between you and Rise concerning your use of the Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Rise at any time without restriction. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. If two or more provisions of these Terms are deemed to conflict with each other’s operation, Rise shall have the sole right to elect which provision remains in force. No waiver of any one provision set forth in these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and Rise’s failure to assert or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other Rise Services, affiliate Services, third-party content, third party services or third party software. 

Any inquiries about your rights under these Terms, or any matters regarding your privacy, can be directed to: 

Mailing Address: 

Rise Works, Inc. 
2000 Auburn Drive, One Chagrin Highlands, Suite 200
Beachwood, Ohio 44122
Telephone: (917) 455-7310 
Email: support@riseworks.io