Terms of Service

Rella, Inc.



These Terms of Service (the “Terms” or “Agreement”) are made and entered into by and between you (“User”, “you”, or “your”) and Rella, Inc., a Delaware corporation (referred to in these Terms as “Company”, “we”, “us” or “our”) for the use of the website www.getrella.com, any site or sub-site hosted thereon, and any mobile application or other software provided by us (collectively, the “Platform”). 


BEFORE YOU PROCEED, PLEASE READ THESE TERMS OF USE CAREFULLY. THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING, ACCESSING, OR LOGGING INTO OUR PLATFORM, OR DOWNLOADING ANY CONTENT THEREON, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS HEREOF WITHOUT ANY MODIFICATIONS, ADDITIONS OR DELETIONS. YOU AGREE TO ABIDE BY AND BE BOUND BY THE TERMS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE AS WELL AS ANY ADDITIONAL TERMS AND RESTRICTIONS PRESENTED IN RELATION TO SPECIFIC CONTENT OR A SPECIFIC SERVICE OR FEATURE OFFERED BY US (IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE OUR PLATFORM).


Please read these Terms carefully and print them for future reference. By accessing, browsing, or otherwise using the Platform, or our products and services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept the Terms, you shall not access, browse, or use the Platform. These Terms along with our Privacy Policy and Cookie Policy explain how we provide our products and services, collect, hold, and process your information, and govern your access to and use of our products and services, including any content, functionality and services offered on or through the Platform. If you do not want to agree to these Terms or the Privacy Policy, you may not use our Platform, products, and services. If you are accessing our Platform via any other third-party application or site, you expressly agree to be bound by the notices, terms, and conditions posted thereon.



By clicking “Sign Up” or otherwise indicating acceptance electronically, you acknowledge that you have read, understood, and agree to be bound by these Terms. This constitutes a legally binding click-wrap agreement between you and the Company.



You understand and agree that we may change these Terms at any time without prior notice. You may read a current, effective copy of these Terms at any time by selecting the “Terms of Service” link on the Platform. The revised terms and conditions will become effective at the time of posting. Any use of the Platform, products, or services after such date shall constitute your acceptance of such revised terms and conditions. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing, browsing, and otherwise using the Platform, products, or services. We will not be liable if for any reason all or any part of the Platform, products, or services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, products, or services to users, including registered users. You are responsible for making all arrangements necessary on your end to have access to the Platform, products, or services and ensuring that all persons who access the Platform, products, or services through your internet connection are aware of and comply with these Terms.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 19, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury (See Section 19). Notwithstanding the foregoing, either party may elect to bring an individual claim in small claims court for disputes within that court’s jurisdictional limits, and if such election is made, no private mediation or arbitration shall be required; any mandatory mediation or settlement procedures imposed by the small claims court shall apply instead.


1. Overview. The Company provides you access to our personalized virtual Platform that provides social media planning, content creation and publishing, team collaboration, client-facing tools, analytics, social inbox management, file organization, AI-powered content assistance, and account and project management features for individuals, teams, and organizations (collectively defined as, “Services”), and merchandise, goods, or items offered for sale through the Platform, including but not limited to the merchandise available at shop.getrella.com (collectively defined as, “Products”).  



2. Eligibility. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least eighteen (18) years old; (b) you have not previously been suspended or removed from the Platform; and (c) your registration and your use of the Platform is in compliance with any and all applicable laws and regulations. If you are under the age of eighteen (18), you represent that you have your parent’s or legal guardian’s permission to use the Platform.



2.1 Parents and Legal Guardians. If you are a parent or legal guardian who allows your minor children to use the Platform through your account, you accept these Terms on behalf of your child and are responsible for your child’s activity on the Platform. If you (or your parent or legal guardian, as may be applicable) do not agree to these Terms, you may not use our Platform.



2.2 Authority to Bind. If you are accessing or using the Platform on behalf of a company, organization, agency, or other legal entity, you represent and warrant that you have the full legal authority to bind such entity to these Terms, and that such entity agrees to be bound by these Terms as if it were you.



3. Accounts and Registration. 

3.1 As part of the Platform, you may need to create a user account (“Account”). Users will receive an email confirming the creation of their account. 


3.2 When you register for an Account, you will be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date, at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your Account is no longer secure, then you must immediately notify us at contact@getrella.com. 


3.3 Notice to Google Users. By using Google Sign-In to access the Platform, you expressly authorize Rella to access, receive, and process certain information associated with your Google account, which may include your name, email address, profile information, and other data made available by Google in accordance with your Google account settings and Google’s authorization flows. You are solely responsible for maintaining the confidentiality and security of your Google account credentials and for all activities that occur in connection with your Google account and any devices used to access the Platform. By connecting your Google account, you acknowledge and agree that your use of Google Sign-In and any related Google services is governed exclusively by Google’s applicable Terms of Service, Privacy Policy, and other policies and rules, and you agree to comply with all such terms and policies at all times. Rella does not control Google’s services and shall not be responsible or liable for Google’s acts or omissions, including any suspension, termination, restriction, modification, or enforcement action taken by Google with respect to your account. You may revoke Rella’s access to your Google account at any time through your Google account settings; however, you acknowledge that revoking such access may limit, suspend, or prevent your ability to access or use certain features or functionality of the Platform. To the fullest extent permitted by law, Rella disclaims all responsibility and liability for any errors, interruptions, unavailability, data loss, or security issues arising from or related to Google Sign-In, Google’s systems, or your use of Google-provided authentication services, and your use of Google Sign-In is at your sole risk.


3.4 Representatives. This Section 3 shall also apply if the User is a representative (“Representative”) of an individual, team, organization, or other entity who has granted the User all rights and permissions to the User to utilize the Services on their behalf (each a “Principal”). For purposes hereof, the term “User”, “you”, or “your” shall also mean any applicable Principal. A representative includes, but is not limited to, social media managers, agencies, contractors, or any other entity authorized to access, plan, schedule, manage, collaborate on, publish, analyze, or otherwise utilize the full functionality of the Services on behalf of a Principal through the Platform.


3.5 Authorization. By virtue of using the Platform and Service as a Representative, the Representative represents, warrants, and covenants, that (i) it has entered into or will enter into a written agreement with the Principal authorizing the Representative to access and manage the Principal’s social media accounts via the Platform, and such agreement binds the Principal to the Terms herein, and makes Rella an intended third-party beneficiary with respect to the engagement of the Service; (ii) it is authorized by the Principal to link the Principal’s social media accounts to the Platform, manage, schedule, and publish content, provide approvals, and take all actions related to the Services on behalf of the Principal; (iii) it will not make any representations, warranties, or commitments to the Principal on behalf of Rella that extend beyond the obligations of Rella under the Terms herein; and (iv) it will be responsible for maintaining the security of its own User Account and credentials, and is fully responsible for all activities conducted through the Platform by the Representative on behalf of the Principal and any other action taken in connection with it.


3.6 User Profile. In connection with the Services and your Account on the Platform you will create a User profile (“Profile”). Your Profile information will be visible to other Users. Your Profile may include elements such as a username and profile picture, among other features. All Profile content remains subject to these Terms and our Privacy Policy.


3.7 Incurring Liabilities. Notwithstanding any other terms of this Agreement, any acts or omissions by the User that violate the Terms shall be deemed a breach of these Terms by the User and User will indemnify, defend, and hold the Company harmless from and against all damages, liabilities, costs, and expenses that the Company may incur as the result of such breach.


4. Payment Terms. Although the Company may, in its discretion, make certain features and content of the Service available for free of charge to certain Users, other features of the Service may require you to pay fees in accordance with the terms below. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are stated in U.S. Dollars and shall be deemed non-refundable, once paid. 


4.1 Products and Services. Subject to your compliance with these Terms, you may purchase the Products and/or Services made available on the Platform. The Company does not itself sell, manufacture, or ship Products. All Product orders are processed and fulfilled by our merchandising partner, Fourthwall (“Merchant”). The Merchant is responsible for handling all aspects of order processing, payment, shipping, and Product-related inquiries, including requests for returns, exchanges, or refunds. 


4.2 Prices. The Company reserves the right to determine pricing for Products and Services in its sole discretion and may change pricing at any time. It is your responsibility to confirm the total price displayed to you before you click “Checkout” or “Sign Up”. Rella will make reasonable efforts to keep pricing information published on the Platform up to date. Rella will use reasonable efforts to notify you of any changes before they apply. We encourage you to check our Platform periodically for current pricing information. Rella may change the fees for any feature of the Service, including additional fees or charges. Rella may also, in our sole discretion, make promotional offers with varying features and legal terms available to select Users. Any such promotional offers, unless made to you and accepted by you, will not apply to your use of the Platform, Subscription Service, or any Service. 


4.3 Products and Services Information. Although we have made every effort to display our Products and their colors and appearance as accurately as possible, the displayed attributes of the Products depend upon the monitor of the User, and the Company cannot guarantee that the User’s monitor will accurately portray the actual attributes of the Products. Products displayed may be out of stock or discontinued, and prices are subject to change. We are not responsible for typographical errors regarding price, description, or any other matter. The User acknowledges that the Company does not make any representations regarding the appearance or quality of the Products and Services, and the User acknowledges and agrees to release the Company of liability from any and all claims or disputes arising from the representations regarding the Products’ and Services’ appearance or quality.


4.4 Shipping and Returns. All sales of Products through the Platform are final. By completing a purchase, you acknowledge and agree that no returns, exchanges, or refunds will be offered, except as required by applicable law. By completing a purchase, you acknowledge and agree that all Product orders are processed through Fourthwall or its designated third-party service providers, and your use of such third-party services is subject to Fourthwall’s Terms of Service, Privacy Policy, and applicable rules. The Company is not responsible for the availability, functionality, or performance of any third-party service, and all risks associated with the third-party purchase process are assumed by you. Shipping times, costs, and delivery methods are determined by the Merchant or its third-party providers. The Company is not responsible for shipping delays, errors, or damages that occur. 

4.5 Subscription Service. On the Platform, we may provide a subscription-based version of the Service by which you authorize automatically recurring payments for periodic charges (“Subscription Service”). Terms and conditions of any Subscription Service will be posted on our Platform, from time to time, to which you expressly agree if you elect to purchase a Subscription Service. If you purchase a Subscription Service, you authorize us to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Subscription Service. UNLESS EXPRESSLY STATED OTHERWISE AT THE TIME YOU ACTIVATE THE SUBSCRIPTION SERVICE: (A) YOUR ACCOUNT WILL BE CHARGED AUTOMATICALLY ON THE SUBSCRIPTION BILLING DATE ALL APPLICABLE FEES AND TAXES FOR THE NEXT SUBSCRIPTION PERIOD, (B) THE SUBSCRIPTION WILL CONTINUE UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION OR WE TERMINATE IT, AND (C) YOU MUST CANCEL YOUR SUBSCRIPTION PRIOR TO ANY RENEWAL PERIOD IN ORDER TO AVOID BILLING OF THE NEXT PERIODIC SUBSCRIPTION FEE TO YOUR ACCOUNT. We will bill the periodic subscription fee (“Subscription Fee”) to the payment method you provide to us during registration (or to a different payment method if you change your payment information), or as otherwise specified in your Account. 




You agree the Subscription Service fees are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by the Company regarding future functionality or features. You are responsible for any charges assessed by your bank or payment provider. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder.



AUTO-RENEWAL DISCLOSURE. Certain paid features of the Platform operate on a recurring subscription basis. By purchasing a subscription, you authorize Rella to automatically charge your chosen payment method at the start of each renewal term until you cancel. You may cancel at any time as described below. Refunds are not available for partially used periods. 

ALL SALES ARE FINAL. YOU SHOULD BE AWARE THAT WE DO NOT OFFER REFUNDS FOR PAID SUBSCRIPTIONS UNDER ANY CIRCUMSTANCE.

You may cancel the Subscription Service by following the instructions in your Account or contacting us at: contact@getrella.com 



4.6 Authorization. You authorize the Company to charge all amounts applicable for paid features that you choose to utilize and any level of Service you select as described in these Terms or published by the Company on the Service, from time to time, including all applicable taxes, to the payment method specified in your Account. If you pay any fees with a credit, debit, or other payment card,  we may seek pre-authorization or verification of your credit card account prior to your purchase to prevent fraud and/or verify that the payment card is valid and has the necessary funds or credit available to cover your purchase. You hereby authorize the Company to pre-authorize your payment card for the costs and fees incurred with the Platform, Products, Services or Subscription Service, including any other fees that may be due hereunder.



4.7 Payment Processing. Payment processing services on our Platform are provided by Stripe® and are subject to Stripe’s terms and conditions, available at https://stripe.com/legal/ssa (collectively, the (“Stripe Services Agreement”). By agreeing to these Terms or continuing to access our Platform or Service, you agree to be bound by the Stripe® Services Agreement, as may be modified by Stripe® from time to time. As a condition of Rella enabling payment processing services through Stripe®, you agree to provide Rella accurate and complete information about you and/or your business, and you authorize Rella to share it and the transaction information related to your use of the payment processing services provided by Stripe®. 

You further authorize Stripe®, to store your credit card information. If the Company does not receive payment from your credit card provider, Products will not be shipped to you until the Company receives payment. 



4.8 Delinquent Accounts. Rella may suspend or terminate your access to the Platform, including fee-based portions of the Service, if you owe any amount to us which remains unpaid for a period of thirty (30) days or more. In addition to the amount due we may charge you fees and costs that are incidental to any chargeback or collection of any unpaid amount, including legal fees and costs. 



4.9 Complementary Services. Rella may make complementary services available to you (“Complementary Services”) from time to time. Your use of Complementary Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this Section and any other portion of this Agreement, this Section shall control. Complementary Services are provided to you without charge up to certain limits set forth by us and subject to change without notice. You agree that the Company, in its sole discretion and for any or no reason, may terminate access to the Complementary Services or any part thereof. You agree that any termination of access to the Complementary Services may be without prior notice, and you agree that the Company will not be liable to you or any third party for such termination.




NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN, ANY COMPLEMENTARY SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND WE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE COMPLEMENTARY SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE OUR LIABILITY WITH RESPECT TO THE COMPLEMENTARY SERVICES SHALL NOT EXCEED TEN ($10.00) DOLLARS. WITHOUT LIMITING THE FOREGOING, WE AND OUR AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE COMPLEMENTARY SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE COMPLEMENTARY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE COMPLEMENTARY SERVICES WILL BE ACCURATE.




5. Messaging. The Platform includes messaging and communication features that allow Users to communicate with other Users and third parties, including private messaging and public, external, or link-based messaging that enables communications with any individual who accesses a link, page, or interface generated through the Platform (collectively, the “Messaging Tools”). Users are solely responsible for all communications, messages, content, and materials sent, posted, shared, transmitted, or otherwise made available through the Messaging Tools (“User Messages”) and represent and warrant that all User Messages comply with these Terms and all applicable laws and regulations and do not infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, or other rights of any third party, and are not unlawful, fraudulent, misleading, abusive, threatening, harassing, defamatory, obscene, or otherwise inappropriate. Users acknowledge and agree that User Messages, including link-based or public messages, may be accessed, forwarded, copied, stored, processed, or viewed by individuals beyond the User’s intended audience and assume all risks associated with transmitting User Messages through the Platform. By using the Messaging Tools, you expressly consent to the interception, recording, processing, storage, and transmission of User Messages by Rella and its service providers as necessary to operate, provide, secure, support, and improve the Platform, comply with legal obligations, and enforce these Terms, including as contemplated under applicable electronic communications, privacy, and wiretap laws. The Company does not control, monitor, endorse, verify, or guarantee the accuracy, integrity, legality, or appropriateness of any User Messages, does not verify the identity or authority of Users or third parties who access the Messaging Tools, and disclaims all responsibility and liability, to the fullest extent permitted by law, for any interactions, disputes, harm, losses, damages, or claims arising out of or relating to User Messages or use of the Messaging Tools; provided, however, that the Company reserves the right, but has no obligation, to remove or restrict User Messages as necessary to enforce these Terms, comply with legal obligations, or protect the integrity of the Platform.

6. Use of Artificial Intelligence Tools. The Platform may provide artificial intelligence–powered features and tools, including tools designed to assist with generating captions, text, hashtags, suggestions, or other content (collectively, the “AI Tools”). You acknowledge and agree that all outputs generated by the AI Tools are provided on an “as is” and “as available” basis and may be inaccurate, incomplete, misleading, non-original, or unsuitable for your intended purpose. AI-generated content may be similar or identical to content generated for other users or derived from publicly available sources. You are solely responsible for reviewing, editing, approving, and verifying any AI-generated content before use or publication, including ensuring that such content complies with all applicable laws, regulations, advertising standards, platform rules, and third-party rights. Rella does not guarantee that AI-generated content will be compliant, accurate, unique, or appropriate for use on any Third-Party Platform. AI Tools do not provide legal, financial, medical, regulatory, or professional advice, and you agree not to rely on AI-generated content for any such purposes. Any use of AI-generated content is undertaken at your own risk. As between you and Rella, you retain ownership of content you submit to or create using the AI Tools. You grant Rella a limited, non-exclusive license to process, analyze, display, and use such content solely as necessary to provide the AI Tools and related Services to you. Rella does not claim ownership of AI-generated outputs. Rella does not use User Content to train general-purpose artificial intelligence or machine-learning models unless expressly disclosed otherwise. Rella may use de-identified and aggregated data derived from use of the AI Tools to improve platform functionality and performance. Rella reserves the right, in its sole discretion, to impose usage limits, restrict access to, suspend, or disable AI Tools for misuse, abuse, excessive usage, or violation of these Terms. To the fullest extent permitted by law, Rella disclaims all liability arising from or related to your use of or reliance on AI-generated content.



7. Affiliate Program. The Company may offer an affiliate or referral program (the “Affiliate Program”) that allows Users to earn referral rewards for qualifying signups or other actions attributed through an affiliate link. Participation in the Affiliate Program is optional and subject to these Terms and any additional program rules or requirements made available by the Company from time to time. 



7.1 Enrollment and Tracking. To participate in the Affiliate Program, Users must enroll through the Company’s designated affiliate platform, and provide accurate and complete information, which may include the User’s legal name and payment information (such as a PayPal account). By participating in the Affiliate Program, you acknowledge and agree that your use of third-party services is subject to Rewardful’s Terms of Service and Privacy Policy, and PayPal’s User Agreement and Privacy Policy, and all applicable rules. The Company is not responsible for the availability, functionality, or performance of any third-party services, and you assume all risks associated with their use. The Affiliate Program uses cookies and similar tracking technologies to attribute referrals. A referral will be deemed eligible only if the Company, in its sole discretion, determines that the referral was properly tracked and attributed in accordance with the Affiliate Program requirements. The Company does not guarantee that referrals will be successfully tracked or recorded. Any referral rewards, including eligibility, amount, and payment timing, are determined by the Company in its sole discretion and may be modified, suspended, or discontinued at any time. 



7.2 Referral Rewards and Payment. Referral rewards are not paid automatically and remain subject to review and approval by the Company. The Company reserves the right to delay, withhold, or deny payment of any referral reward in the event of suspected fraud, abuse, violation of these Terms, or failure to comply with Affiliate Program requirements. 



7.3 Users participating in the Affiliate Program are solely responsible for any taxes or reporting obligations arising from referral rewards. Participation in the Affiliate Program does not create any partnership, employment, agency, or fiduciary relationship between the User and the Company.



8. Third Party Services. 

8.1 Linked Websites. The Platform may contain links to third-party websites (“Third-Party Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such Third-Party Sites. The content of such Third-Party Sites is developed and provided by others, not by Rella, and we have no control over any content or legal terms contained in any Third-Party Sites. By visiting any Third-Party Sites, you agree to expressly be bound by any posted terms and conditions. You should contact the site administrator for those Third-Party Sites if you have any concerns regarding such links or any content located on such Third-Party Sites. Company is not responsible for the content of any linked Third-Party Sites and does not make any representations regarding the content or accuracy of any materials on such Third-Party Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any Third-Party Sites, you do so at your own risk. To the fullest extent permitted under applicable law, you agree to indemnify us and hold us harmless for your access and use of any Third-Party Sites.




8.2 Third-Party Service Providers. The Company does not warrant, endorse, guarantee, or assume any responsibility or liability for any product or service advertised or offered by a third-party (“Third-Party Service Provider”) through our Platform. If you use any product or service offered by a Third-Party Service Provider in conjunction with the Platform, you acknowledge and agree that (i) you are responsible for understanding the terms and conditions of your use of the third-party product or service; (ii) we do not control the Third-Party Service Provider or its products or services; (iii) your use of their products or services is at your own risk; and (iv) we are not responsible and may not be held liable for the products or services, or the actions or omissions, of the Third-Party Service Provider. Subject to these disclaimers, we may use certain Third-Party Service Providers to gather data and authenticate information regarding you, your device, and your Account. In some instances, this may require you to accept third-party software tools and products through the Platform. You further agree we may place cookies and other identifiers on the mobile devices you use to access our Products, Services, website, as specified in these Terms or in our Products or Services. For more information, please visit our Cookie Policy and Targeted Ads Policy to which you expressly agree.




8.3 Linked Social Media Accounts. In order to use certain features of the Platform, you may link your social media accounts, or the social media accounts of a Principal, to the Platform through third-party integrations and services, including without limitation: Instagram, Facebook Pages, TikTok, YouTube Shorts, Pinterest, X (formerly Twitter), LinkedIn, Threads, Google Business, Canva, and Google Calendar (collectively, the “Third-Party Platforms”). By linking any such account and using the Services to post, schedule, publish, analyze, or manage content, you represent and warrant that you have all necessary rights, permissions, authorizations, and access from the applicable account owner (including the Principal, if applicable) to connect such account and to perform such actions, and you acknowledge and agree that your use of each Third-Party Platform is governed solely by that platform’s applicable terms of service, privacy policies, developer policies, and other rules (collectively, the “Third-Party Terms”), with which you agree to comply at all times. Rella does not control and is not responsible for the content, policies, actions, enforcement decisions, availability, functionality, or performance of any Third-Party Platform, including without limitation content removal, account suspension or termination, reach limitations, shadow-banning, API restrictions, or changes to platform rules or functionality, and any links to Third-Party Terms that may be made available by Rella are provided for convenience only and do not affect your independent obligation to comply with such Third-Party Terms, whether or not such links are accurate, current, or available. Rella does not control and is not responsible for any actions taken by Third-Party Platforms, including content removal, account suspension or termination, reach limitations, shadow-banning, API restrictions, policy changes, or enforcement decisions. You acknowledge that Third-Party Platforms may modify or discontinue their APIs or features at any time, which may affect the availability or functionality of the Services, and Rella shall have no liability arising therefrom.




8.4 Community Spaces. The Company may maintain, operate, moderate, or link to community forums, discussion groups, or social media groups hosted on third-party platforms, including without limitation Facebook community groups (collectively, the “Community Spaces”). Community Spaces are not part of the Platform or Services and are hosted, operated, and governed by third-party platforms subject to their own terms of service, privacy policies, and rules (including Facebook’s Terms of Service and Community Standards), with which you agree to comply at all times. All content posted, shared, or otherwise made available within Community Spaces is user-generated content provided by third parties. The Company does not control, verify, endorse, or guarantee the accuracy, integrity, legality, or appropriateness of any content, statements, advice, opinions, or materials shared within Community Spaces, and disclaims all responsibility and liability arising therefrom to the fullest extent permitted by law. Your participation in any Community Space is voluntary and undertaken at your own risk. You are solely responsible for your interactions with other participants and for any content you post or make available within a Community Space. Without limiting any other indemnification obligations under these Terms, you agree to indemnify, defend, and hold harmless the Company Entities from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or relating to your participation in any Community Space or content you post therein. The Company reserves the right, but has no obligation, to monitor, moderate, restrict, remove, or disable access to any Community Space or any content or participant therein, at any time and for any reason or no reason, including for violations of these Terms, applicable law, or third-party platform rules. The Company shall have no liability for any failure to monitor or moderate, or for the removal or non-removal of any content or participant.




9. User Content. 

9.1 User Content. By creating an Account on our Platform, you will be able to upload photographs, videos, images, texts, graphics, and other materials (“User Content”). Any User Content is subject to the following terms and conditions:



9.1.1 In connection with your use of the Services, you may upload, submit, or otherwise make available photographs, videos, images, text, graphics, trademarks, logos, and other materials (“User Content”). User Content is private to your Account or workspace and is not made publicly available through the Platform, except as directed by you in connection with publishing or distributing such User Content to Third-Party Platforms.



9.1.2 Without limiting the foregoing, and solely to the extent necessary to operate the Service, you retain ownership of your User Content; however, you grant us and our designees (for the duration of your use of the Services and thereafter solely as necessary for backup, compliance, dispute resolution, and enforcement of these Terms) a worldwide, non-exclusive, transferable, royalty-free, irrevocable right and license, with the right to sublicense (through multiple tiers), to use, reproduce, distribute (through multiple tiers), create derivative works of, and display such User Content and your trademarks, logos, and designs (“User Trademarks”) solely in connection with the production or provision of any Service you request or to show you how your User Content would appear in our Services. 



9.1.3 Please note that, while you retain ownership of your User Content and User Trademarks, any template or layout in which we arrange or organize such User Content and User Trademarks through tools and features made available through our Platform are not proprietary to you, and the rights and intellectual property in and to such templates or layouts will remain with us. You may not use, reuse, modify, decompile, reconstruct, or edit our layouts or templates for any purpose without our express prior written consent. Company may, in its sole discretion, modify User Content to fit the technical requirements of the Platform, including reasonable modification to compile such User Content into our templates and layouts. 



9.1.4 You represent and warrant that you own or otherwise possess all necessary rights with respect to the User Content and User Trademarks, and that the User Content and User Trademarks do not and will not infringe, misappropriate, use or disclose without authorization, or otherwise violate any copyright, trademark, trade secret, or other intellectual property or proprietary right of any third party, and that the User Content and User Trademarks are not unlawful, fraudulent, threatening, abusive, hateful, libelous, defamatory, obscene, or otherwise objectionable. 



9.1.5 You consent to the use of your name, image, and/or likeness, and you represent that you have obtained the written consent, release, and/or permission of every identifiable individual who appears in User Content to use such individual’s likeness for purposes of using and otherwise exploiting the User Content in the manner contemplated by these Terms, or, if any such identifiable individual is under the age of eighteen (18), that you have obtained such written consent, release, and/or permission from such individual’s parent or legal guardian. You agree to provide copies of such consents, releases, or permissions upon our reasonable request.



9.1.6 You agree that we may (but are not obligated to) filter User Content and/or disclose User Content and the circumstances surrounding its use to third parties as reasonably necessary to provide the applicable Products or Services, enforce these Terms, or comply with legal obligations or governmental requests.




9.1.7 You agree to indemnify, defend, and hold harmless us, our directors, officers, shareholders, employees, contractors, agents, representatives, and affiliates from and against any and all claims, causes of action, liabilities, damages, losses, expenses, and costs (including reasonable attorneys’ fees) arising directly or indirectly out of or from: (i) your violation of these Terms, any representation or warranty contained herein, or applicable law; (ii) your User Content or User Trademarks, including any allegation that such User Content or User Trademarks infringe the intellectual property, publicity, or privacy rights of any third party; (iii) your activities in connection with use of the Services or any Third-Party Platform; or (iv) any access to or use of your Account by you or any other person. 




9.1.8 User Content and User Trademarks that violate these Terms may be removed from the Platform; provided, however, that we have no obligation to remove User Content in response to user reports or requests. We are not responsible for, and will have no liability for, the removal, non-removal, or loss of any User Content. We recommend that you retain backup copies of your User Content.




9.2 Limited License Grant to Rella. By providing User Content to or via the Service, you grant Rella a worldwide, non-exclusive, royalty-free, fully paid license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, and modify such User Content solely for the purpose of operating, providing, and supporting the Services and formatting User Content for display within the Platform.




9.3 User Content Representations and Warranties. Rella disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Platform. By using our Platform and our Services, and otherwise providing User Content via the Service, you affirm, represent, and warrant that:




9.3.1 Company does not control any User Content transmitted via the Platform and, as such, does not guarantee the accuracy, integrity or quality of such User Content;




9.3.2 You understand that by using the Service, you may be exposed to content that is offensive, indecent, or objectionable. Under no circumstances will we be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available via the Platform;




9.3.3 You agree to not use the Platform to impersonate any person or entity or other user, or falsely state or otherwise misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Platform; upload, post, transmit or otherwise make available any material that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationship or other nondisclosure agreements); upload, post, transmit, or otherwise make available any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; or upload, post, transmit, or otherwise make available any unsolicited or unauthorized submission, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; 




9.3.4 You are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Rella and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Rella, the Service, and these Terms;




9.3.5 User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Rella to violate any law or regulation; and




9.3.6 Your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.




9.4 User Content Disclaimer. Rella does not control and has no obligation to monitor User Content. Rella may, however, remove, restrict, or disable access to User Content as reasonably necessary to comply with legal obligations, enforce these Terms, or protect the integrity of the Services. Any monitoring, if undertaken, does not create any duty or liability on the part of Rella. Any information reviewed in connection with such monitoring shall be handled in accordance with the Privacy Policy.




10. Our Content
10.1 Our Platform contains our proprietary material or material that has been licensed to us, including but not limited to software, text, graphics, and images (collectively, our “Company Content”). We may own the Company Content or portions of the Company Content may be made available to us through arrangements that we have with third parties. The Company Content is the intellectual property of Rella or our licensors and constitute trademarks, patents, copyrights, and other intellectual property rights of Rella or its licensors under U.S. and foreign laws and international conventions. Unauthorized use of our Company Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Company Content, and you will not use, copy, or display the Company Content except as permitted under these Terms. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Company Content on any copy you make of the Company Content. Failure to do so may result in violations of state and federal laws. You may not sell, transfer, assign, license, sublicense, or modify the Company Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Company Content in any way for any public or commercial purpose. The use or posting of any of the Company Content on any other website, digital or printed materials, or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms, your right to access and/or use the Company Content and Platform shall automatically terminate and you must immediately destroy any copies you have made of the Content. 




10.2 The trademarks, service marks, and logos of Rella (collectively, the “Company Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of Rella. Other company, product, and service names displayed on the Platform may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and together with the Company Trademarks, the “Trademarks”). Nothing on the Platform or in these Terms shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks displayed on the Platform without the prior written consent of Rella or the applicable third-party trademark owner, as applicable, for each such use. The Trademarks may not be used to disparage Rella or any applicable third party, or Rella’s or such third party’s products or services, or in any manner that is likely to damage or dilute the goodwill associated with the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited without Rella’s prior written consent. All goodwill generated from the use of any Company Trademarks shall inure exclusively to the benefit of Rella. Certain elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated, in whole or in part, by any means, including through the use of framing, mirroring, or similar techniques, except as expressly permitted in writing by Rella. None of the Company Content made available through the Platform may be copied, reproduced, distributed, transmitted, or otherwise exploited without Rella’s express prior written consent in each instance




10.3 Ownership; Proprietary Rights. The Platform is owned and operated by Rella, Inc. The Company Content, visual interfaces, graphics, designs, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Platform, Products, and Services (“Materials”) provided by the Company are protected by intellectual property and other laws. All Materials included in the Platform and the Service are the property of Rella or its third-party licensors. Except as expressly authorized by Rella, you may not make use of the Materials except in connection with your use of the Service. Rella reserves all rights to the Materials not granted expressly in these Terms. 




11. Feedback. If you choose to provide input, feedback, comments, or suggestions regarding the design, performance, or operation of the Platform, Products, and/or Services, including any proposed modifications or improvements thereto (“Feedback”), you hereby grant the Company an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free, sublicensable right and license to use, reproduce, modify, adapt, publish, display, distribute, and otherwise exploit such Feedback in any manner and for any purpose, including to improve the Platform, Products, and Services and to create new products or services, without any obligation to you, including any obligation of attribution, confidentiality, or compensation. To the maximum extent permitted by applicable law, you waive any moral rights, rights of attribution, or rights of integrity you may have in the Feedback, and you acknowledge that Feedback may be publicly displayed or made available to others.




12. Digital Millennium Copyright Act

12.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

Rella, Inc. 

Attn: Natalie Barbu

20200 West Dixie Highway

STE 902, #1076

Aventura, FL 33180

Email: natalie@getrella.com 




Only copyright complaints may be sent to our Copyright Agent. No other communications will be accepted or responded to.

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must contain the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

  2. a description of the copyrighted work or other intellectual property that you claim has been infringed;

  3. a description of the material that you claim is infringing and where it is located on the Service;

  4. your address, telephone number, and email address;

  5. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

  6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.




IMPORTANT NOTICE: MISREPRESENTATIONS MADE IN A NOTICE CLAIMING THAT CONTENT OR ACTIVITY IS INFRINGING VIOLATES THE DIGITAL MILLENNIUM COPYRIGHT ACT AND MAY EXPOSE YOU TO LIABILITY FOR DAMAGES (INCLUDING COSTS AND ATTORNEYS' FEES). COURTS HAVE FOUND THAT YOU MUST CONSIDER COPYRIGHT DEFENSES, LIMITATIONS OR EXCEPTIONS BEFORE SENDING A NOTICE. ACCORDINGLY, IF YOU ARE NOT SURE WHETHER CONTENT RESIDING ON OUR PLATFORM OR SERVICE INFRINGES YOUR COPYRIGHT, WE SUGGEST THAT YOU FIRST CONTACT AN ATTORNEY. IN ADDITION, PLEASE DETERMINE WHETHER THE CONTENT YOU ARE SENDING A NOTICE ABOUT IS ACTUALLY RESIDING ON OUR PLATFORM OR SERVICE BEFORE SENDING THE NOTICE.

12.2 Repeat Infringers. Rella will promptly terminate the Accounts of any User that is determined by Rella to be a repeat infringer. 




13. Modification of these Terms. We may, from time to time, change these Terms unilaterally. Changes will apply only on a going-forward basis, and any disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. Please check these Terms periodically for changes. Unless otherwise stated, revisions will be effective upon posting except that, for existing Users, we will provide reasonable advance notice of any material modifications of the Terms and the opportunity to review the changes. If you do not agree to the modified Terms, you may terminate your Account prior to the effective date of the revised Terms by contacting contact@getrella.com to terminate your Account. For clarity, except where required by applicable law, all fees paid are non-refundable, and no refunds or credits will be issued for any unused or remaining portion of any Products, Services, or Subscription Services, including in connection with any modification of these Terms.




14. Term, Termination, and Modification of the Platform and Service. 




14.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Platform, and ending when terminated as described in Section 14.2. 




14.2 Termination. If you violate any provision of these Terms, your authorization to access the Platform and these Terms automatically terminate. In addition, Company may, at its sole discretion, terminate these Terms or your Account on the Platform, or suspend or terminate your access to the Platform, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at contact@getrella.com. 




14.3 Effect of Termination. Upon termination of these Terms: (a) your rights to use the Platform will terminate and you must immediately cease all use thereof; (b) you will no longer be authorized to access your Account or the Platform; (c) you must pay the Company any unpaid amount that was due prior to termination, including costs and fees that arise due to your use of the Platform and/or any breach of these Terms; and (d) all payment obligations will survive the termination hereof. You also understand and agree that all terms and conditions hereof that require continued performance, compliance, or effect beyond the termination date of these Terms shall survive such termination date and shall be enforceable in the event of a failure to perform or comply.




14.4 Modification of the Platform. We reserve the right to modify or discontinue the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without notice to you. Company will have no liability for any change to the Platform, Products, or Services or any suspension or termination of your access to or use of the Platform, Products, or Services. The availability of Company Content may change from time to time, and from geographic territory to territory. As a result, we do not guarantee that any Company Content will be available or remain available on the Platform. 




15. Updates.




15.1 We may automatically update the Platform at our sole discretion, including but not limited when we want to improve performance, enhance functionality, reflect changes to the operating system or address security issues. 




15.2 If you choose not to install such updates or if you opt out of automatic updates (if applicable) you may not be able to continue using the Platform and the Services. 




16. Indemnification. To the fullest extent permitted by law, you are responsible for your use of the Platform, and you will defend and indemnify Company and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Company Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Platform; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.




17. DISCLAIMERS; NO WARRANTIES.
THE PLATFORM AND ALL MATERIALS, CONTENT, PRODUCTS, AND SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM, INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE.



THE COMPANY DOES NOT WARRANT THAT THE PLATFORM OR ANY PORTION THEREOF, OR ANY MATERIALS, CONTENT, PRODUCTS, OR SERVICES OFFERED THROUGH THE PLATFORM AND/OR ANY SUBSCRIPTION SERVICE, WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR FREE OF ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL COMPONENTS, OR THAT ANY SUCH ISSUES WILL BE CORRECTED. YOU ACKNOWLEDGE AND AGREE THAT TEMPORARY PLATFORM DOWNTIME, SERVICE INTERRUPTIONS, MALFUNCTIONS, BUGS, MAINTENANCE EVENTS, THIRD-PARTY FAILURES, OR OTHER TECHNICAL ISSUES MAY OCCUR FROM TIME TO TIME, AND THAT, IN SUCH EVENTS, FEATURES OR SERVICES PROVIDED THROUGH THE PLATFORM, INCLUDING AUTOMATED OR SCHEDULED POSTING, PUBLISHING, OR DISTRIBUTION FUNCTIONALITY, MAY BE DELAYED, MODIFIED, OR UNAVAILABLE. ACCORDINGLY, YOU AGREE THAT RELLA SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FAILURE TO MEET THIRD-PARTY POSTING OBLIGATIONS, DEADLINES, CAMPAIGN REQUIREMENTS, OR OTHER CONTRACTUAL OR BUSINESS COMMITMENTS AS A RESULT OF ANY PLATFORM DOWNTIME, SERVICE INTERRUPTION, OR TECHNICAL ISSUE, WHETHER OR NOT RELLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH FAILURE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PLATFORM, THE PRODUCTS, THE SERVICES, THE COMPANY, OR ANY COMPANY ENTITY, OR FROM ANY MATERIALS OR CONTENT MADE AVAILABLE THROUGH THE PLATFORM, SHALL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THESE TERMS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE DISCRETION AND RISK, AND THAT THE COMPANY IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING COMPUTER SYSTEMS, MOBILE DEVICES, OR NETWORKS USED IN CONNECTION WITH THE PLATFORM) OR FOR ANY LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA.

WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, LEGALITY, ORIGINALITY, NON-INFRINGEMENT, OR REGULATORY OR PLATFORM-POLICY COMPLIANCE OF ANY CONTENT GENERATED, SUGGESTED, SCHEDULED, OR PUBLISHED THROUGH AUTOMATED, SCHEDULED, OR AI-POWERED FEATURES OF THE PLATFORM, AND YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND APPROVING ANY SUCH CONTENT PRIOR TO USE OR PUBLICATION.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET FORTH IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE ANY WARRANTY, RIGHT, OR LIABILITY THAT CANNOT BE LAWFULLY DISCLAIMED UNDER APPLICABLE LAW.



18. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES (COLLECTIVELY, THE “COMPANY ENTITIES”) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM, PRODUCTS, SERVICES, OR ANY MATERIALS OR CONTENT MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY AUTOMATED, SCHEDULED, OR AI-POWERED FEATURES, OR ANY THIRD-PARTY PLATFORM, INTEGRATION, OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY COMPANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL, AGGREGATE LIABILITY OF THE COMPANY ENTITIES TO YOU FOR ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE PLATFORM, PRODUCTS, SERVICES, ANY THIRD-PARTY PLATFORM OR INTEGRATION, OR THESE TERMS (INCLUDING ANY INABILITY TO USE THE FOREGOING), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF: (A) THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO RELLA FOR THE APPLICABLE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE HUNDRED U.S. DOLLARS (US $500.00). FOR CLARITY, MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION, AND ALL CLAIMS ARISING FROM THE SAME OR RELATED FACTS, EVENTS, OR TRANSACTIONS SHALL BE TREATED AS A SINGLE CLAIM.


EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO, AND DOES, ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION OF RISK IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THE FEES CHARGED BY RELLA REFLECT THIS ALLOCATION. EACH SUCH PROVISION IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS, AND THE LIMITATIONS SET FORTH IN THIS SECTION 18 SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.




19. Dispute Resolution and Arbitration.

19.1 Generally. In the interest of resolving disputes between you and the Company in the most expedient and cost-effective manner, and except as described in Section 19.2 and 19.3, you and the Company agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.




19.2 Exceptions. Despite the provisions of Section 19.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court for disputes within that court’s jurisdictional limits, in which case no private mediation or arbitration shall be required and any mandatory mediation or settlement procedures imposed by the small claims court shall apply instead; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.




19.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 19 within 30 days after the date that you agree to these Terms by sending a letter to Rella, Inc. at 20200 West Dixie Highway, Suite 902 #1076, Aventura, FL 33180 that specifies: your full legal name, the email address associated with your account on the Platform, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once the Company receives your Opt-Out Notice, this Section 19 will be void and any action arising out of these Terms will be resolved as set forth in Section 20.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.




19.4 Arbitrator. Any arbitration between you and the Company will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules or, if applicable, its Commercial Arbitration Rules, as determined by the AAA (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting the Company. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.




19.5 Mandatory Informal Pre-Suit Resolution Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice”). The Company’s address for Notice is: Rella, Inc., 20200 West Dixie Highway, Suite 902 #1076, Aventura, FL 33180. The Notice must include: (a) your full name; (b) your address; (c) your telephone numbers, (d) the nature and basis of the claim or dispute; and (e) the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly for a period of at least sixty (60) days from the date of the Notice in an effort to resolve the dispute without the need for formal proceeding. If Company requests a telephone conference with you in an effort to resolve the dispute, you agree to personally participate, with your legal representative if you have legal representation. Compliance with this Mandatory Informal Pre-Suit Resolution Process is a condition precedent to moving forward with any arbitration proceedings; provided, however, that this requirement shall not apply to claims properly brought in small claims court pursuant to Section 19.2. The parties acknowledge and agree that any action commenced in court or arbitration prior to exhausting the Notice process shall be defective and subject to dismissal at the cost of the party found to have prematurely brought a formal proceeding outside this Mandatory Informal Pre-Suit Resolution Process. The statute of limitation and any filing fee deadlines shall be tolled while the parties engage in this process. A court shall have the authority to enjoin the filing of any arbitration proceeding concerning a claim without first providing a Notice or otherwise participating in the good faith Mandatory Informal Pre-Suit Resolution Process.




19.6 Arbitration Process. If the parties do not reach an agreement after the Mandatory Informal Pre-Suit Resolution Process, you or the Company may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or the Company must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Company in settlement of the dispute prior to the award, we will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) Ten Thousand ($10,000.00) Dollars.




19.7 Fees. If you commence arbitration in accordance with these Terms, Company will reimburse you for your payment of the filing fee, unless your claim is for more than Ten Thousand ($10,000.00) Dollars, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Miami-Dade County, Florida but if the claim is for Ten Thousand ($10,000.00) Dollars or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Rella for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.




19.8 No Class Actions. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.




19.9 Modifications to this Arbitration Provision. If we make any future change to this arbitration provision, other than a change to the Company’s address for Notice of Arbitration, you may reject the change by sending us written notice within thirty (30) days of the change to the Company’s address for Notice of Arbitration, in which case your account with the Company will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.




19.10 Enforceability. If Section 19.8 or the entirety of this Section 19 is found to be unenforceable, or if the Company receives an Opt-Out Notice from you, then the entirety of this Section 19 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 20.2 will govern any action arising out of or related to these Terms.




20. Miscellaneous.
20.1 General Terms. These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and the Company regarding your use of the Platform. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.




20.2 Governing Law. These Terms are governed by the laws of the State of Florida, United States of America, without regard to conflict of law principles. You and the Company submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Miami-Dade County, Florida for resolution of any lawsuit or court proceeding permitted under these Terms. Our Platform is not subject to the laws or jurisdiction of any state, country, or territory other than that of the United States. We do not represent or warrant that our Platform, or any part thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access our Platform do so on their own initiative and at their own risk, and are responsible for complying with all applicable laws, rules, and regulations. We may limit the availability of our Platform, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.




20.3 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms must be filed within one (1) year after such claim or cause of action arose or will be forever barred.




20.4 Privacy Policy; Cookie Policy. In connection with your access to the Platform and use of the Service, you expressly agree to our Privacy Policy and our Cookie Policy. Please read the Privacy Policy and Cookie Policy carefully in order to learn more about how we use information we collect from you when you access, visit, or use the Platform. The Privacy Policy and Cookie Policy are part of and is governed by these Terms and by agreeing to the Terms, you agree to be bound by the terms of the Privacy Policy and Cookie Policy, and you agree that we may use information collected from you in accordance with the Privacy Policy and Cookie Policy.




20.5 Additional Terms. Your use of the Platform is subject to all additional terms, policies, rules, or guidelines applicable to the Platform or certain features of the Platform that we may post on or link to from the Platform, Products, or Services (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.




20.6 Security Protocols. You understand that the Platform and software embodied within the Platform may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by us and/or content providers who provide content to the Platform. You may not attempt to override or circumvent any of the usage rules embedded into the Platform. Any unauthorized reproduction, publication, further distribution, or public exhibition of the materials provided on the Platform, in whole or in part, is strictly prohibited.




20.7 No Resale of Platform, Products, Services, or Subscription Services. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Platform, Products, Services and/or Subscription Services (including your Account), use of the Platform, Products, Services, and/or Subscription Services, or access to the Platform, Products, Services, and/or Subscription Services.




20.8 Consent to Electronic Communications. By using the Platform, Products, Services, and/or our Subscription Services, you acknowledge and agree that you are contracting with Company electronically, and that we may provide you with any and all notices and disclosures in electronic format (e.g., via e-mail or via the Platform). Any notice, disclosure, agreement, acknowledgement, form, consent, statement, policy, record, document, preference, privacy policy, or other information we provide to you, or that you submit, agree to, or sign at our request (each, a “Communication”) will be provided in electronic form and will be provided either: (1) via e-mail or text message or (2) via the Platform. You expressly consent and agree that we can contact you using written, electronic, or verbal means, including by manual dialing, emails, in-app messaging, leaving prerecorded/artificial voice messages or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account and as the law allows, even if those phone numbers are registered by you on any federal or state Do-Not-Call/Do-Not-email registry. You agree that we may use any email address or telephone number you provide as set forth here, now or in the future, including mobile phone numbers. You also agree that we may monitor and record calls regarding your account to ensure the quality of our service or for other reasons. 




20.9 Marketing Communications. By agreeing to these terms, you expressly acknowledge and agree that we may send you emails concerning our Products and Services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions provided. 




20.10 Contact Information. The Platform is offered by Rella, Inc. located at 20200 West Dixie Highway, Suite 902 #1076, Aventura, FL 33180. You may contact us by sending correspondence to that address or by emailing us at contact@getrella.com.  




20.11 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform. For more information, please also read our Notice to California Residents.




20.12 Customer Support. We are under no obligation to provide support for the Platform. In instances where we may offer support, support may be provided through a FAQs section, 1:1 onboarding for certain Users, a chatbot for customer service, or by emailing us at contact@getrella.com.




20.13 International Use. The Platform and Service is hosted from the State of Florida, United States of America and is intended for Users located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.





Last updated: February 3, 2026