Last Revised:  04/2019

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.  BY ACCESSING, BROWSING OR USING OUR WEBSITES YOU ARE AGREEING TO COMPLY WITH AND BE BOUND BY THE FOLLOWING TERMS OF USE (THE “TERMS”). RYVYL INC.RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THESE TERMS OF USE, AT ANY TIME, WITHOUT NOTICE.  ANY CHANGES WILL BE INCORPORATED INTO THE TERMS AND CONDITIONS POSTED TO THIS WEBSITE FROM TIME TO TIME.  IT IS YOUR RESPONSIBILITY TO CHECK THESE TERMS OF USE PERIODICALLY FOR CHANGES.  YOUR CONTINUED USE OF THE WEBSITES AFTER ANY CHANGES TO THESE TERMS ARE POSTED SHALL BE CONSIDERED ACCEPTANCE OF THOSE CHANGES.  IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PELASE DO NOT ACCESS ANY OF THE WEBSITES.

SCOPE OF TERMS

These Terms apply to the RYVYL Inc. websites located at www.ryvyl.com.com

(www.ryvyl.com.com) and all RYVYL Inc. owned and/or operated websites that are linked to www.RYVYL.com (http://www.RYVYL.com) by RYVYL Inc. and its affiliates, including RYVYL Inc. websites around the world and secure areas of the websites (the “RYVYL Inc. Websites”).  The Websites are the property of RYVYL Inc.  These terms also apply to any and all online resources, materials, download areas and tools (hereinafter “Online Mediums”) both now and in the future.

OWNERSHIP OF CONTENT

The RYVYL Inc. Websites; their past, present and future versions; all pages found within the RYVYL Inc. Websites; the material and information on the RYVYL Inc. Websites; all graphics, text, images, audio, videos, webinars, designs, compilation, advertising copy, articles, user interfaces, artwork, any computer applications, any and all copyrightable material (including source and object code) and all other materials, including without limitations the design, structure, “look and feel” and arrangement of such content contained on the RYVYL Inc. Websites (hereinafter, the “Content”); trade names, trademarks, service marks, logos, domain names, and other distinctive brand elements, whether registered or not are owned, controlled or licensed by or to RYVYL Inc., and are protected by intellectual property laws (the “Intellectual Property laws”), including but not limited to copyright, trademark, trade dress, domain name, patent, trade secret, international treaties and other proprietary rights and unfair competition laws.  In using the RYVYL Inc. Websites or the Content, you acknowledge and agree to abide by all applicable Intellectual Property laws, as well as any specific notices contained on the Websites.  All rights not expressly granted are reserved. The RYVYL Inc. Websites and the Content may not be copied, reproduced, modified, adapted, translated, transmitted, displayed, published, posted, resold, licensed, or otherwise distributed (for compensation or otherwise) in whole or in part in any way, without RYVYL Inc.’s express prior written authorization, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. § 107), as amended, and then, only with notices of RYVYL Inc.’s proprietary rights provided that you may download information and print out hard copies for your personal use, so long as you do not remove any copyright or other notice as may be contained in information, as downloaded.

YOUR USE OF THE WEBSITES

You may not use the RYVYL Inc. Websites or Content for any purpose or in any manner that infringes the rights of any third parties. Access to and use of password protected areas of the RYVYL Inc. Websites is restricted to authorized users only.  You agree that you: (i) are entirely responsible for maintaining the security of your password; and (ii) will notify RYVYL Inc. immediately of any unauthorized access or use of your account or password or any other breach of security.  You understand that any person with your password will be able to access your account and any account data.  You accept sole risk of unauthorized access to your account.  RYVYL Inc. will not be liable to you for any loss you may incur as a result of someone else using your password or account with or without your knowledge.  You may be held liable for losses incurred by RYVYL Inc. or any other user or visitor to the RYVYL Inc. Websites due to someone else using your password or account.  You may not use anyone else’s account at any time, without the permission of the account holder.

You agree not to use RYVYL Inc.’s Websites to: (i) attempt to gain unauthorized access to any portion or feature of the RYVYL Inc. Websites or any other system or networks connected to the RYVYL Inc. Websites or any other services offered through the RYVYL Inc. Websites, and/or other accounts not belonging to you, or violate security of any portion of the RYVYL Inc. Websites, by hacking, password mining or any other means; (ii) obtain or attempt to obtain any information, materials or documents not purposely made available through the RYVYL Inc. Websites through any means; (iii) attempt to interfere with the proper working of the RYVYL Inc. Websites or any transaction being conducted on the RYVYL Inc. Websites or to restrict or inhibit any other user from accessing or using the RYVYL Inc. Websites, by means of hacking or defacing any portion of the RYVYL Inc. Websites; or (iv) violate any applicable local, state, national or international law, including without limitation regulations by the U.S. Securities and Exchange Commission, and the Office of Foreign Asset Control.

DISCLAIMERS

The information on this Website is for information purposes only.  It is believed to be reliable, but RYVYL Inc. does not warrant its completeness, timeliness or accuracy.  The information on the Website is not intended as an offer or solicitation for the purchase of RYVYL Inc. products or services. RYVYL Inc. may make changes to any products or services offered on the Websites, or to the applicable prices for any such products or services, at any time, without notice.  Product and service availability is not guaranteed and is subject to change without notice.  The materials on the Websites with respect to products and services may be out of date, and RYVYL Inc. makes no commitment to update the materials on the Websites with respect to such products and services. Your use of and access to the RYVYL Inc. Websites and Content posted by RYVYL Inc. and its affiliates is at your sole risk.  The Websites and Content are provided only on an “AS IS” and “AS AVAILABLE” basis without any express or implied warranty of any kind, including warranties of merchantability, non‐infringement, or fitness for any particular purpose.  RYVYL Inc. makes no representations, warranties or guarantees as to the quality, suitability, truth, accuracy or completeness of the Content.  RYVYL Inc. further makes no representations, warranties or guarantees that the quality and reliability of any information, and services advertised through the Websites and/or Content will meet your expectations and requirements, be virus‐free, or perform error‐ and damage‐free.  You assume all risk and responsibility for any loss or damage whatsoever to your computer system, data and business arising out of your use of the Website and/or Content.

LIMITATION OF LIABILITY

You expressly understand and agree that RYVYL Inc. and any employee, member, shareholder, officer, director, affiliate, or subsidiary (together, “RYVYL Inc. Parties”) SHALL NOT BE LIABLE to you for:

(i) any loss or damage which you may incur, including without limitation as a result of any reliance placed by you on the accuracy, completeness or suitability of the Content, or any changes RYVYL Inc. may make to the Websites and Content, or any temporary interruption or permanent cessation in the provision of the Websites and Content, or, if applicable, your failure to safeguard your account details or passwords.

(ii) to the full extent permitted by law, RYVYL Inc. and RYVYL Inc. Parties are not liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages arising out of or in connection with your use of or related to the Websites and/or Content (including without limitation for loss of or damage to business, revenues, goodwill or data) even if RYVYL Inc. and/or RYVYL Inc. Parties had previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract, negligence or other tortious action. If any exclusion or limitation of liability for a class of damages is held invalid, unenforceable, or determined to be prohibited by law, all remaining exclusions or limitations of liability shall remain in full force and effect.

INDEMNIFICATION

You agree to indemnify and hold RYVYL Inc., its subsidiaries, affiliates, shareholders, members, officers, directors, agents, employees, and representatives harmless from any claims and demands, including reasonable attorneys’ fees, made by any third party arising from or relating to: (i) your use of and access to the Websites and Content; and (ii) your violation of these Terms and Conditions.  This indemnification obligation will survive the termination of your RYVYL Inc. account or these Terms.

GENERAL

The Terms constitute the enter agreement between you and RYVYL Inc. relating to your use of and access to the RYVYL Inc. Websites and Content.  Illinois law and U.S. Federal Law shall govern any action related to the Terms and your use of the Content, without regard to the choice of law rules.  In any dispute between you and RYVYL Inc., you agree to submit to personal and exclusive jurisdiction of the courts located in Cook County, Illinois, United States.

Rev. 04/2019