Terms of Service
Last updated: September 15, 2026
These Ruth Terms of Service (the “Terms of Service” or the “Terms”) are a legally binding agreement between you (“you” or “your”) and Ruthis Inc., with offices located at 51-10 Broadway, #1018, Woodside, NY 11377 (together with its parents, subsidiaries, and other affiliates “Ruth”, “we”, “us” or “our”) governing your use of Ruth’s websites (including www.ruthis.org) (together, the “Sites”), mobile applications (together, the “Apps”), and related services, information and communications (collectively referred to herein as the “Platform”).
The use of all personal data you submit to the Platform or which we collect about you is governed by our Privacy Policy (“Privacy Policy”).
These Terms, together with the Privacy Policy (which is incorporated by reference) govern your access to and use of the Platform and are collectively the “Agreement”. The Agreement also includes any other supplemental policies and terms referenced and/or linked to within these Terms or which are otherwise made available to you, all of which also apply to your use of the Platform and are incorporated into the Agreement by reference.
You understand and agree that we may change the Terms from time to time, and that any such changes will be effective (except as otherwise described in Section 15 below) when we post the modified Terms on the Platform, unless otherwise required by applicable law. Your continued access and use of the Platform after we post the modified Terms will constitute your consent to be bound by the modified Terms.
SECTION 20 CONTAINS AN ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT, WITH LIMITED EXCEPTION, REQUIRES YOU TO SUBMIT DISPUTES AND CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST RUTH ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. PLEASE READ IT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.
BY ACKNOWLEDGING THE TERMS OF SERVICE AND/OR ACCESSING AND USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND AND AGREE TO BE BOUND BY THE AGREEMENT (INCLUDING ALL TERMS INCORPORATED HEREIN BY REFERENCE).
IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.
1. The Platform.
The Platform is an online web- [and app-]based two-sided marketplace which enables connections between Celebrants and Practitioners. “Celebrant(s)” are individuals and/or businesses seeking to obtain Jewish life event services outside of a traditional synagogue affiliation (“Service(s)”). Jewish professionals or educational centers seeking to perform Services for Celebrants are referred to in these Terms as “Practitioners” and Celebrants and Practitioners are sometimes referred to together in these Terms as “User(s).”
a. Our Relationship with Celebrants and Practitioners.
Practitioners are Jewish professionals, providing services under their own name (and not under Ruth’s name), using their own tools and supplies. Practitioners choose their own rates for the Services that they provide. Practitioners may: (a) offer and provide their services elsewhere, including independently, through traditional synagogue or other institutional affiliations, or through competing platforms; and (b) accept or reject Celebrants that seek their Services through the Platform in their sole discretion. Practitioners are independent contractors of Celebrants, and Celebrants are therefore clients of Practitioners, and not Ruth.
Any reference to a Practitioner being licensed or credentialed in some manner, or being “background checked”, “vetted” (or similar language) indicates only that the Practitioner has completed our account registration process or met certain criteria and does not represent anything else. Any such description is intended to be useful information for Celebrants to evaluate when they make their own decisions about the identity and suitability of Practitioners whom they select, interact with, or book via the Platform and is not an endorsement, certification or guarantee by Ruth of a Practitioner’s skills or qualifications or whether they are licensed, insured, trustworthy, safe, or suitable.
Ruth personnel may from time to time provide recommendations of, or introductions to, Practitioners based solely on information provided by the Celebrant and the Practitioner. Such personalized assistance, if provided by Ruth, is provided solely as a convenience to the Celebrant, and is not an endorsement, certification or guarantee by Ruth of a Practitioner’s skills or qualifications or whether they are licensed, insured, trustworthy, safe, or suitable.
Notwithstanding any recommendations of, or introductions to, Practitioners that may be provided by Ruth personnel or feature or service of the Platform that a Celebrant may use to expedite Practitioner selection, the Celebrant is responsible for determining the Service that the Celebrant needs and selecting or otherwise approving their Practitioner. Celebrants should undertake their own research prior to booking any Service to be satisfied that a specific Practitioner has the right qualifications to perform that Service.
The Platform is not an employment agency service or business, and Ruth is not an employer of any Practitioner. Practitioners are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Ruth.
Celebrants hereby acknowledge and agree that Ruth does not (i) perform Services or employ individuals to perform Services, (ii) supervise, scope, direct, control or monitor Practitioners’ work, work locations, work hours, or terms of work, or provide tools or supplies to, or pay any expenses of, Practitioners, (iii) have any control over the quality, timing, legality, provision, failure to provide, or any other aspect whatsoever of the Practitioners (or their acts or omissions) or the Services that the Practitioners are retained by Celebrants to provide, or (iv) control or guaranty the integrity, responsibility, competence, qualifications, communications, or the ratings or reviews provided by Celebrants or Practitioners with respect to each other.
A Booking between Celebrant and Practitioner (as described in Section 3 (Bookings) below) will not, under any circumstances, create any responsibility or liability for Ruth, or any employment or other relationship between Ruth and the Celebrant or the Practitioner. The Platform’s role is solely to facilitate connections between Celebrants and Practitioners, and we do not guaranty (i) any Practitioner’s skills, qualifications, or suitability to perform any specific Services, or (ii) that the Services will be performed as and when agreed. Each Booking is a contract directly between the applicable Celebrant and the applicable Practitioner, as to which Ruth is neither a party nor a guarantor. Ruth is not a party to, and has no responsibility for, the payment arrangements between a Celebrant and a Practitioner.
Practitioners and Celebrants do not have authority to, and may not act as agent for, or bind or make any representations on behalf of, Ruth.
You are solely responsible for your interactions with other Users. Ruth is not a party to, and has no obligation to become involved in, any dispute between Users. If a dispute arises between you and another User, you release Ruth (and its parents, subsidiaries, affiliates, and their respective officers, directors, employees, and agents) from any and all claims, demands, damages, losses, and liabilities of every kind arising out of or in any way connected with that dispute. Ruth may, but is not obligated to, attempt to facilitate resolution of a dispute between Users, and any such assistance does not make Ruth a party to the dispute or create any liability for Ruth.
Ruth is not responsible for workers’ compensation or any tax payment or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, disability insurance, social security contributions, or other applicable payroll withholdings in connection with a Celebrant’s or Practitioner’s use of the Platform, performance or use of Services, or personal income tax. The Practitioner assumes full and sole responsibility for all required and applicable income tax and social contributions such as Social Security withholdings as to the Practitioner and all persons engaged by the Practitioner in the performance of the Services. Each Practitioner assumes all liability for proper classification of such Practitioner’s workers based on applicable legal guidelines.
b. Your License to Use the Platform.
Subject to your compliance with the terms of the Agreement (including, without limitation, these Terms and Ruth’s Acceptable Use Policy), Ruth grants you a limited, non-exclusive, non-transferable and revocable license to (a) access and use the Platform, (b) download, access and use the App on your personal device, solely in furtherance of your use of the Platform, and (c) access and view any content, information and materials made available on the Platform, in all cases for your personal use and the intended purpose of the Platform. All Users are subject to, and agree to comply with, the Acceptable Use Policy in their use of the Platform. Users may not copy, download, use, redesign, reconfigure, reverse engineer or retransmit the Platform or any content found on or accessed through the Platform (in whole or in part) without Ruth’s prior written consent. Any rights not granted by Ruth are expressly reserved.
In your access to and use of the Platform, you represent and warrant that you:
will comply fully with the terms of the Agreement, including, without limitation, these Terms and the Acceptable Use Policy and any other supplemental terms referenced in the Agreement;
are at least 18 years of age, and are otherwise capable of entering into binding contracts;
have the right, authority and capacity to enter into the Agreement (including that you have the right and authority to act on behalf of, and bind to the Agreement, any company or organization on whose behalf you are entering into the Agreement);
will respect the privacy (including, without limitation, private, family and home life), property, and data protection rights of other Users and will not record (whether video or audio or otherwise) any Service or any interaction by or with any other User without obtaining the prior written consent of that User;
will act professionally and responsibly in your interactions with, and fulfill the commitments you make to, other Users (including by communicating clearly and promptly through the Chat Thread, and being present and/or available at the time you agree upon with other Users);
will use your legal name and/or legal business name (as per your government issued identification and registration documents) and an up-to-date photo on your profile;
will comply with all applicable laws in your use of the Platform and your use or provision of the Services; and
will ensure that all communications regarding Services used or provided by you (including, without limitation, scoping and payments and any questions relevant to Services), remain on the Platform, before, during and after the Service has been completed.
c. Additional Practitioner Representations and Warranties.
If you are a Practitioner, you additionally represent and warrant that you:
are customarily engaged in an independently established business of the same nature as the Services performed for Celebrants through the Platform, and maintain an independent clientele (either directly or through your institutional affiliation);
have the unrestricted right to work in the jurisdiction in which you perform Services;
have and will maintain (at your own expense) any licenses, permits, and/or registrations required by applicable laws that apply to your performance of Services;
have and will maintain all insurance required to perform the Services;
will comply with all applicable anti-discrimination and public accommodation laws in offering and performing Services, and will not refuse to provide Services to, cancel a Booking with, or impose different terms on any Celebrant on the basis of race, color, national origin, ethnicity, religion, sex, gender, gender identity or expression, sexual orientation, marital or familial status, age, disability, veteran status, or any other characteristic protected by applicable law, except to the extent a distinction is expressly permitted by applicable law, including any applicable exemption for religious organizations or religious practice;
will respond to invitations promptly; provide timely, high-quality services for your Celebrants as agreed in the Booking (see Section 3 (Bookings), below); only offer and provide Services for which you have the necessary expertise and credentials to perform; and perform the Services as agreed upon with your Celebrant in a safe and timely manner; and
will promptly disclose to Ruth in writing if you have any potentially relevant criminal convictions (other than minor fixed penalty parking or speeding offenses) that exist or arise during your performance of Services booked through the Platform.
d. Platform Accounts.
You must go through a screening process that may include providing accurate responses to an onboarding questionnaire. You agree to immediately notify Ruth at info@ruthis.org of any changes to your account information. Failure to provide and maintain updated and accurate information may result in your inability to use the Platform and/or Ruth’s suspension or closure of your Platform account. Ruth may restrict anyone from completing registration or, with or without prior notice, suspend or close any User’s Platform account if Ruth determines such person may threaten the safety and integrity of the Platform or to the safety of its Users, or if such restriction, suspension, or closure is necessary to address any other reasonable business concern.
Monitoring of Communications. You acknowledge and consent that Ruth may access, monitor, review, record, store, and disclose communications and content transmitted through the Platform, including messages between Celebrants and Practitioners, for purposes of operating and improving the Platform, providing customer support, investigating suspected fraud or violations of the Agreement, resolving disputes, and complying with applicable law and legal process. You further acknowledge and consent that Ruth may engage third-party service providers to assist with these activities, including analytics, session recording, fraud detection, and customer support providers, and that those providers may access such communications and content on Ruth’s behalf. Ruth has no obligation to monitor any communications or content. If you do not consent to this monitoring, do not use the Platform’s messaging functionality.
If you open a Platform account on behalf of a company, organization, or other entity, then (i) “you” includes that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. You may never use another User’s Platform account without permission. You are solely responsible for the activity that occurs on your Platform account and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your Platform account. You must notify Ruth immediately by messaging to info@ruthis.org of any breach of security or unauthorized use of your account. We will not be liable for any losses caused by any unauthorized use of your account. By providing Ruth with your email address and/or cell phone number, you consent to Ruth’s use of that email address and/or cell phone number to send you Platform and Services-related notices, including any notices required by applicable law, in lieu of communication by postal mail. We may also use your email address and/or cell phone number to send you other messages, such as changes to features of the Platform. If you do not want to receive such email and/or cell phone messages, you may opt out or change your preferences through your account on the Platform. Opting out may prevent you from receiving email and/or cell phone number messages regarding changes, updates, or improvements to the Platform or that relate to Services that you have booked or accepted via your Platform account.
2. Practitioner Onboarding.
To the extent permitted by applicable law, Practitioners may be subject to a review process before they can register on, and during their use of, the Platform, which may include, but is not limited to, identity verification and criminal background checks, using third party services as appropriate (“Background Check(s)”). If you are a Practitioner, to the extent permitted under applicable law, you agree to undergo such Background Checks. Where Ruth obtains a Background Check from a third-party consumer reporting agency, Ruth will provide you with a separate written disclosure and will obtain your written authorization, in each case as required by the Fair Credit Reporting Act and applicable state and local law, before obtaining the Background Check. Before taking any adverse action based in whole or in part on information contained in a Background Check, Ruth will provide you with the notices required by applicable law, including a copy of the Background Check and a summary of your rights under the Fair Credit Reporting Act, and a reasonable opportunity to dispute the accuracy or completeness of the information. Ruth will use Background Check information only for the purposes disclosed to you and will not consider criminal history except as permitted by applicable law. Ruth will not be responsible or liable for the accuracy or reliability of Background Check information, or for any statements made by other Users about you in their reviews or ratings displayed on the Platform.
Ruth does not independently verify that Practitioners have the necessary expertise, or have obtained any certifications, licenses, permits, or registrations required, to perform their Services. It may be unlawful to perform certain types of Services without a certification, license, permit and/or registration. Practitioners are solely responsible for avoiding such prohibited Services. If you have questions about how Federal, state, and/or local laws apply to your Services on the Platform, you should first seek appropriate legal guidance. Celebrants are solely responsible for determining if a Practitioner has the skills and qualifications necessary to perform the specific Service and confirming that the Practitioner has obtained all required certifications, licenses, permits, or registrations, if any. Celebrants may wish to consult their Federal, state, and/or local law requirements to determine whether certain Services are required to be performed by a licensed or otherwise registered professional.
3. Bookings.
A “Booking” is a Celebrant’s confirmed engagement of a Practitioner to perform Services, made through the Platform. The Services to be performed and the applicable Service Fees are agreed between the Practitioner and the Celebrant. Service Fees are paid by the Celebrant directly to the Practitioner in accordance with Section 4, and Ruth is not involved in that payment. Ruth is not a party to any Booking, does not participate in the scoping, negotiation, or performance of any Booking, and has no responsibility or liability for any Booking, including any failure to perform.
4. Fees and Payment.
Each Practitioner sets their own fees for their respective Services (“Service Fees”). Service Fees, together with any applicable taxes, are agreed between the Celebrant and the Practitioner and are paid by the Celebrant directly to the Practitioner, on the terms and schedule they agree between themselves. Ruth does not set, collect, hold, process, transmit, disburse, or refund Service Fees, and no Service Fees are payable to or through Ruth or the Platform.
a. Platform Fees. Ruth may charge Practitioners a fee for access to or use of the Platform (a “Platform Fee”), which is billed by Ruth to the Practitioner directly and is separate from, and never deducted from, Service Fees. Celebrants are not charged a Platform Fee. The amount or rate of any Platform Fee will be disclosed to the Practitioner before it is incurred, and Ruth may change its Platform Fees at any time, with any change applying only to Platform Fees incurred after the change takes effect. Platform Fees are non-refundable except as expressly provided in these Terms.
b. Direct Payment Between Celebrant and Practitioner. Ruth is not, and will not act as, any User’s agent, payment collection agent, escrow agent, trustee, or intermediary in respect of Service Fees. A Celebrant’s obligation to pay a Practitioner is discharged only by payment made directly to that Practitioner, and no payment made to or through Ruth or the Platform will discharge that obligation. Ruth has no obligation to pay, advance, guarantee, or ensure payment of any Service Fee, and a Practitioner’s sole recourse for non-payment, late payment, underpayment, reversal, or chargeback of a Service Fee is against the applicable Celebrant. Ruth does not act as a trustee or fiduciary for any User, is not a bank, money transmitter, money services business, or payment processor, and does not extend credit, provide banking or escrow services, or hold, transmit, or have access to User funds.
c. No Payment Processing by Ruth. The Platform does not provide payment functionality for Service Fees, and Ruth does not engage, appoint, direct, or supervise any payment processor in connection with Service Fees. If a Practitioner elects to accept payment through a third-party payment provider, that arrangement is solely between the Practitioner, the Celebrant, and that provider and is governed by that provider’s own terms; Ruth is not a party to it. Each Practitioner is solely responsible for selecting and maintaining its own payment arrangements and for satisfying all know-your-customer, anti-money-laundering, sanctions screening, card-network, and data-security requirements that apply to it, including the Payment Card Industry Data Security Standard. Ruth does not collect, receive, transmit, or store payment card numbers, bank account details, or other payment credentials in connection with Service Fees. Ruth is not responsible or liable for the acts or omissions of any payment provider used by any User, including any delay, error, hold, suspension, fee, reversal, or failure in processing any payment.
d. Platform Fee Authorization. If you are a Practitioner and you provide a payment method to Ruth for Platform Fees, you represent and warrant that you are authorized to use that payment method, and you authorize Ruth to charge it for Platform Fees and any applicable taxes you owe to Ruth under the Agreement. If a charge is declined, reversed, or otherwise fails, Ruth may retry the charge, charge any other payment method you have provided, suspend your access to the Platform, and pursue any other remedy available to it. This authorization applies only to amounts owed to Ruth and does not extend to Service Fees.
e. No Payouts, Escrow, or Holding of Funds. Ruth does not receive, hold, or disburse Service Fees and does not make payouts to Practitioners. No amount payable by a Celebrant for Services passes through Ruth or any account controlled by Ruth, and Ruth does not maintain any balance, wallet, or ledger of funds for any User. Practitioners are solely responsible for invoicing Celebrants, for the timing and method of collection, and for any fees charged by their own payment providers or financial institutions.
f. Payment Disputes. Any dispute concerning payment for Services — including non-payment, late payment, underpayment, overpayment, a refund, a reversal, or a chargeback — is solely between the Celebrant and the Practitioner, and Ruth has no obligation to mediate, adjudicate, fund, or otherwise become involved in it. You agree that Ruth may offset any amount you owe to Ruth under the Agreement against any amount otherwise payable by Ruth to you, and may charge your payment method for any shortfall. Initiating a chargeback in respect of an amount you actually owe is a breach of the Agreement.
g. Taxes. Each User is solely responsible for determining, collecting, reporting, and remitting all taxes arising from that User’s use of the Platform or provision or receipt of Services, including all taxes on Service Fees. Ruth does not calculate, collect, report, or remit any tax on Service Fees and does not issue information returns in respect of Service Fees, except that Ruth may collect and remit taxes on its own Platform Fees where required, and may require Users to provide tax identification and other information necessary for Ruth to comply with its own tax reporting obligations.
h. Currency. Unless otherwise stated on the Platform, all amounts are stated in U.S. dollars.
i. Release and Indemnity Relating to Payments. To the fullest extent permitted by applicable law, you release Ruth and its parents, subsidiaries, affiliates, and their respective officers, directors, employees, and agents from any and all claims, demands, damages, losses, and liabilities of every kind arising out of or in any way connected with the payment or non-payment of Service Fees, any refund or failure to refund, any act or omission of any payment provider or financial institution, and any tax arising from a Booking. You agree to defend, indemnify, and hold Ruth harmless from and against any claim, liability, penalty, fine, or expense (including reasonable attorneys’ fees) arising out of your payment arrangements with another User, your use of any payment provider, your tax obligations in respect of Services, or your failure to comply with any law applicable to those matters.
5. Cancellation Policies and Refunds.
Each Practitioner sets their own cancellation policy (each, a “Cancellation Policy”), which will be disclosed to the Celebrant before the Celebrant completes a Booking and which forms part of that Booking. The Practitioner is solely responsible for applying its Cancellation Policy and for determining and issuing any refund due to a Celebrant following a cancellation, and Ruth has no obligation to issue, arrange, calculate, or fund any refund. Platform Fees are not refundable through a Cancellation Policy. Ruth has no obligation to adjudicate any dispute over the substance of a Cancellation Policy or the performance of Services, and any such dispute remains between the Celebrant and the Practitioner. No User will be entitled to any payment, refund, or credit from Ruth on account of any cancellation, rescheduling, or dispute over Services.
6. Public Areas.
The Platform may contain profiles, email systems, blogs, message boards, reviews, ratings, Service postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum and that comply with our Acceptable Use Policy.
You understand that all submissions made to Public Areas will be public, and you will be publicly identified by your name or login identification when communicating in Public Areas. Ruth will not be responsible for any information or materials posted or disclosed in Public Areas or the actions of any Users in reliance on or otherwise with respect to any information or materials posted or disclosed in Public Areas.
7. Deactivation and Suspension.
In the event of an actual or suspected breach by you of any part of the Agreement (including, without limitation, abuse, fraud, or interference with the proper working of the Platform), Ruth may (a) suspend your right to use the Platform pending its investigation; and/or (b) deactivate your account or limit your use of the Platform upon its confirmation of a breach. We will endeavor to provide you with prompt written notice of any suspension or deactivation of your account, describing our reason for doing so. If you wish to appeal any determination made by us pursuant to this Section, please contact us at info@ruthis.org within 14 days of receipt of such notice with the grounds for your appeal.
If Ruth suspends or deactivates your account or limits your use of the Platform pursuant to this Section 7, you may not register and/or create a new account under different usernames, identities or contact details (whether under your or any other name), even if you are acting on behalf of a third party.
8. Termination.
You may terminate this Agreement at any time by ceasing all use of the Platform and deactivating your account. Ruth may terminate this Agreement, and cease providing you with access to the Platform, at any time and for any or no reason, including if you breach any part of the Agreement or violate applicable laws, or if Ruth discontinues the Platform in whole or in part. Where practicable and not prohibited by law, Ruth will endeavor to provide reasonable prior notice.
Even after your right to use the Platform is suspended or limited, the Agreement will remain enforceable against you. If the Agreement is terminated by either of us, Sections 1(b), 4, 8, 9, 10, 11, 12, 13, 14, 17-21, and any other parts of the Agreement which, by their nature, should survive the expiration or termination of the Agreement, will survive termination and remain enforceable.
9. User Content; Reviews and Ratings.
a. User Content.
“User Content” means any information, content and materials (including any audio or video recording or photograph) that Users provide to Ruth, its agents, Affiliates, and corporate partners, or other Users in connection with their registration for and use of the Platform (including, without limitation, any ratings, reviews, or other information and materials posted or transmitted by any User for use in Public Areas).
Ruth may support Practitioner development of the Profiles. Notwithstanding, User Content is not the opinion of, and has not been verified by, Ruth. You acknowledge and agree that Ruth: (a) does not control any User Content; (b) is not responsible or liable for any User Content or its accuracy; (c) may, but has no obligation to, monitor or review User Content; and (d) reserves the right to limit or remove User Content if it is not compliant with the terms of the Agreement. If you choose to use or rely on any User Content, you acknowledge that you (and not Ruth) are solely responsible for any result or outcome based on or arising out of such use or reliance.
You are solely responsible and liable for your User Content. To the extent permitted by law, you hereby grant Ruth a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right and license to publish, reproduce, disseminate, transmit, distribute, modify, adapt, publish, translate, create derivative works from, publicly perform, exhibit, display (in whole or in part), act on and/or otherwise use your User Content, in any media, form or technology now known or later developed, including (without limitation) in connection with any advertising, marketing, and/or publicizing of the Platform, without any approval by, or compensation to, you. You acknowledge and agree that the foregoing license will also extend to, and Ruth may use (in accordance with this Section), your name, username, image, likeness, voice, screenname(s) and/or any biographical, professional and/or other identifying information (collectively, your “Likeness”) that you have provided to the Platform in connection with your use of the Platform.
You hereby represent and warrant to Ruth that: (i) you have the lawful authority to grant the rights in your User Content as set out herein; and (ii) your User Content will not: (1) be false, inaccurate, incomplete, or misleading; (2) be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items; (3) infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary or intellectual property right, rights of publicity or personality, or other rights; (4) violate any law, statute, ordinance, code, or regulation (including without limitation those governing consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy); (5) be defamatory, libelous, malicious, threatening, or harassing; (6) be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (7) contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (8) claim or suggest in any way that you are employed or directly engaged by or affiliated with Ruth or otherwise purport to act as a representative or agent of Ruth; or (9) create liability for Ruth or cause Ruth to lose (in whole or in part) the services of its Internet Service Providers (ISPs) or other partners or suppliers.
You hereby waive (x) any “moral rights” associated with your User Content (to the extent allowable by law); and (y) all claims relevant to your User Content and Ruth’s use of your User Content and of your Likeness. You release Ruth from, and will hold us harmless from and against, any and all claims, demands, causes of action, losses, expenses, damages and/or liabilities, including reasonable attorneys’ fees and court costs (including, without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter), based upon or relating to Ruth’s use and exploitation of your User Content and your Likeness as permitted herein. THE RELEASES HEREUNDER ARE INTENDED TO APPLY TO ALL CLAIMS NOT NOW KNOWN OR SUSPECTED TO EXIST AS SET FORTH IN SECTION 21 BELOW. (AND, IF YOU ARE A RESIDENT OF CALIFORNIA, WITH THE INTENT OF WAIVING THE EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542).
Ruth is entitled to identify a User to other Users or to third parties who claim that their rights have been infringed by User Content submitted by that User, so that they may attempt to resolve the claim directly. If you believe, in good faith, that any User Content provided on or in connection with the Platform is objectionable or infringes any of your rights or the rights of others, you are encouraged to notify Ruth at info@ruthis.org.
b. Reviews and Ratings.
The Platform hosts User Content relating to reviews and ratings of specific Practitioners (“Reviews”), which enables Users to post and read other Users’ expressions of their experiences. A Rating is the opinion of the User who has posted it. Reviews are not the opinion of, and have not been verified or approved by, Ruth. Ruth does not evaluate Users. Ruth may, but is not obligated to, investigate, modify and/or remove any Reviews or other remarks posted by Users. You may request removal of a review that violates the Agreement or our RATINGS AND REVIEWS GUIDELINES by contacting us at info@ruthis.org.
10. Intellectual Property Rights.
The Platform, and all components thereof and content (other than User Content) made available and/or displayed thereon (including trademarks, service marks, logos and/or trade names), and all text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, typefaces, information, tools, designs, interfaces and other content (including the coordination, selection, arrangement, and enhancement of, and any and all intellectual property rights in and to, the foregoing (collectively “Proprietary Material”)), is owned by Ruth or its licensors. Proprietary Material is protected, in all forms, media and technologies now known or hereinafter developed, by domestic and international laws, including those governing copyright, patents, and other proprietary and intellectual property rights. Any use of the Proprietary Material other than as permitted in the Agreement is expressly prohibited.
The service marks, logos and trademarks of Ruth (the “Marks”) appearing on the Platform, including without limitation “Ruth”, are owned by Ruth. The Marks are not available for use by Practitioners. You may not copy or use the Marks without obtaining Ruth’s express prior written consent. Any other trademarks, service marks, logos and/or trade names appearing on the Platform are the property of their respective owner and may not be used without the prior written consent of such owner.
If you submit any suggestions, ideas, feature requests, or other feedback regarding the Platform (“Feedback”), you grant Ruth a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, and exploit that Feedback for any purpose, without any obligation of confidentiality, attribution, or compensation to you. Feedback is not your Confidential Information and Ruth is free to use it without restriction.
11. External Links.
The Platform may contain links (such as, without limitation, hyperlinks, external websites that are framed by the Platform, links to Practitioner websites, and links to advertisers whose ads are displayed on the Platform), which are maintained by parties over which Ruth exercises no control.
Such links are provided for reference and convenience only; and do not constitute Ruth’s endorsement, warranty or guarantee of, or association with, those websites, their content or their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. The use of any website controlled, owned, or operated by a third party is governed by the terms and conditions of use and privacy policy for that website. You access and use such third-party websites at your own risk.
Ruth has no obligation to monitor, review, limit, or remove links to third-party websites, but reserves the right to do so, at its sole discretion. Ruth (a) expressly disclaims any responsibility or liability for any such third-party links or websites (including your access to or use thereof, and any products or services advertised or offered thereby, and any related claims); and (b) is not and will not be a party to any transaction between you and any third-party providers of products or services.
You expressly relieve Ruth from any and all liability arising from your access to and/or use of any third-party websites that you access through the Platform.
12. Digital Millennium Copyright Act Notice.
If you believe, in good faith, that any materials provided on or in connection with the Platform infringe upon your copyright or other intellectual property right, please send the following information to our DMCA agent as specified below:
Information sufficient to identify the copyrighted work that you claim has been infringed;
The location, including the URL (Internet address) or other specific location on the Platform where the material you claim is infringed appears. Please include enough information to allow us to locate the material;
Your name, address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
Your electronic or physical signature as the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
The above information must be submitted to Ruth’s DMCA agent, using the following contact information:
Attn: Jonathan Bailey, CopyByte
Address: 3157 Gentilly Blvd., Suite #2254 New Orleans, LA 70122
Tel.: 504-356-4555
Email: ruth-dmca@copybyte.com
Under United States federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that the procedure outlined above is exclusively for notifying Ruth that your copyrighted material has been infringed. The preceding requirements are intended to comply with Ruth’s rights and obligations under the Digital Millennium Copyright Act of 1998 (as it may be amended, “DMCA”), including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable law.
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Platform and/or terminate the User accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
13. Disclaimer of Warranties and Limitation of Liability.
a. Disclaimer of Warranties
Use of The Platform is Entirely at Your Own Risk.
THE PLATFORM AND THE TECHNOLOGY UNDERLYING IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE, AND/OR NON-INFRINGEMENT), ALL OF WHICH ARE EXPRESSLY EXCLUDED.
WITHOUT LIMITING THE FOREGOING, Ruth AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS:
MAKE NO, AND EXPRESSLY DISCLAIM (TO THE EXTENT PERMITTED BY LAW), ALL REPRESENTATIONS AND WARRANTIES AS TO, (I) THE TIMELINESS, SUITABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF THE PLATFORM, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR ANY SERVICE(S) PROVIDED ON, THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM, OR (III) THE SERVICE(S) PROVIDED BY, OR THE INTERACTIONS OR COMMUNICATIONS OF OR BETWEEN, USERS OF THE PLATFORM (WHETHER ON- OR OFF-LINE, OR OTHERWISE) (INCLUDING, BUT NOT LIMITED TO, AS TO ANY PRACTITIONER’S ABILITY, PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSURE);
DO NOT WARRANT THAT THE PLATFORM IS OR WILL BE (1) ERROR-FREE OR THAT ACCESS THERETO WILL BE UNINTERRUPTED; OR (2) FREE FROM COMPUTER VIRUSES, SYSTEM FAILURES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR MALFUNCTIONS, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; AND
DO NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, INCLUDING BY ANY PRACTITIONER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Ruth WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND PRACTITIONERS OR OTHER THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Some jurisdictions do not allow the exclusion of and/or limitations on certain implied warranties, so the above exclusions and/or limitations may not apply to you. These terms give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations under these Terms will not apply to the extent prohibited by applicable law.
b. Limitation of Liability
You acknowledge and agree that Ruth is only willing to provide the Platform if you agree to certain limitations of our liability to you and third parties, as set out in this Section and elsewhere in the Agreement.
THEREFORE, YOU ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL Ruth BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE) FOR, AND SUCH PARTIES EXPRESSLY DISCLAIM, ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION AND THE COST OF SUBSTITUTE PRODUCTS OR SERVICES), EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS), LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS, AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THE PLATFORM OR YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE Ruth AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS FROM THE FOREGOING. THE RELEASES HEREUNDER ARE INTENDED TO APPLY TO ALL CLAIMS NOT NOW KNOWN OR SUSPECTED TO EXIST AS SET FORTH IN SECTION 21 BELOW (AND, IF YOU ARE A RESIDENT OF CALIFORNIA, WITH THE INTENT OF WAIVING THE EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542).
Nothing in the Agreement excludes or limits any liability or warranty that, by applicable law, may not be limited or excluded. Additionally, some jurisdictions do not allow the exclusion of certain warranties or limitation of incidental or consequential damages; in such cases the above limitations may not apply to you in their entirety.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE PLATFORM MUST BE FILED OR COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE SUCH CLAIM AROSE; OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT Ruth IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED: (A) IF YOU ARE A CELEBRANT, ONE HUNDRED U.S. DOLLARS ($100); AND (B) IF YOU ARE A PRACTITIONER, THE GREATER OF (I) THE TOTAL PLATFORM FEES RETAINED BY Ruth FROM YOU IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE AND (II) ONE HUNDRED U.S. DOLLARS ($100). FOR THE AVOIDANCE OF DOUBT, SERVICE FEES PAID BY A CELEBRANT TO A PRACTITIONER ARE NOT PLATFORM FEES RETAINED BY Ruth AND ARE NOT INCLUDED IN THE FOREGOING CAP, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
14. Indemnification.
Users’ indemnification obligations are set out below in this Section. Ruth reserves the right, in its own sole discretion, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter as to which you are required to indemnify us without our prior written consent.
a. Indemnification by Celebrant.
If you are a Celebrant, you will indemnify, defend, and hold harmless Ruth from and against any and all claims, demands, causes of action, losses, expenses, damages and/or liabilities, including reasonable attorneys’ fees and court costs incurred in connection with (i) your use of the Platform; (ii) your acts or omissions in the course of receiving or contracting for Services; (iii) your breach or violation of the Agreement or any Booking that you enter into; (iv) your violation of any law, or the rights of any User or third party; (v) your use of any third-party links or websites that appear on the Platform; (vi) any User Content and/or Reviews submitted by you or using your account to the Platform, including but not limited any such content that may infringe on the intellectual property rights of a third party or otherwise be illegal or unlawful; and (vii) the acts or omissions of any person you invite to, or permit to participate in, any Service or Booking, or who accompanies you in connection with any Service (your “Celebrant Agents”).
b. Indemnification by Practitioner.
If you are a Practitioner, you will indemnify, defend, and hold harmless Ruth from and against any and all claims, demands, causes of action, losses, expenses, damages and/or liabilities, including reasonable attorneys’ fees and court costs incurred in connection with (i) your use of the Platform; (ii) your performance or failure to perform Services, or your ability or inability to perform Services; (iii) your acts or omissions in the course of performing or contracting for Services; (iv) your breach or violation of the Agreement or any Booking that you enter into; (v) your violation of any law, or the rights of any User or third party; (vi) any User Content and/or Reviews submitted by or about you or using your account to the Platform, including but not limited to any such content that may infringe on the intellectual property rights of a third party or otherwise be illegal or unlawful; and (vii) the acts or omissions of any employee, subcontractor, assistant, or other person you engage, direct, or permit to assist in performing Services (your “Practitioner Assistants”).
15. Changes to the Agreement.
Ruth reserves the right at any time, to review, change, modify, update, add to, supplement, suspend, discontinue, or delete any term(s) or provision(s) of the Agreement (including the Terms of Service, Privacy Policy, and/or Acceptable Use Policy). Notice of such amendments may be given by posting such updates or modifications (or notice thereof) on the Platform, at the online location of the relevant terms, policies or supplemental terms, by e-mail or in any other reasonable manner; and the amendments will be effective upon such posting. Your continued use of the Platform after such posting constitutes your consent to be bound by the Agreement, as amended. Notwithstanding the foregoing, if such modifications and/or updates are material, you will be informed in advance by e-mail.
If any changes to the Agreement are unacceptable to you or cause you to no longer be in compliance with the Agreement, you must notify us of your rejection of such changes at info@ruthis.org within ten (10) days after notice is given to you of the changes. If you notify us that you reject any changes to the Agreement, the previous Agreement will apply to your current Services, but you will not be able to use the Platform or contract new Services and you must deactivate your account, and immediately stop using the Platform. After notifying you of any material changes, your continued use of the Platform following any revision to the Agreement constitutes your complete and irrevocable acceptance of any and all such changes, except where prohibited by any laws or regulations in your jurisdiction.
16. Changes to the Platform and Mobile App Updates and Upgrades.
Ruth reserves the right to, at any time, review, improve, modify, update, upgrade, discontinue, impose limits, or restrict access to, whether temporarily or permanently, all or any portion of the Platform (including any content or information available on or through the Platform).
By installing the App(s), you consent to the installation of the App(s) and any updates or upgrades that are released through the Platform. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with Ruth’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored on your device, and/or (iii) collect personal information as set out in our Privacy Policy. You can uninstall the App(s) at any time.
17. Notices and Consent to Electronic Notices and Electronic Signatures.
Unless otherwise specified in the Agreement, all agreements, notices, disclosures and other communications (collectively, “Notices”) under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day it is shown as delivered by the overnight delivery service’s tracking information, if sent for next day delivery by a recognized overnight delivery service. Notwithstanding the foregoing, any Notices to which the Agreement refers will be sent to you electronically (including, without limitation, by email or by posting Notices on the Sites), and you consent to receive Notices in this manner. All notices that we provide to you electronically satisfy any legal requirement that such communications be in writing.
By using the Platform, you agree (a) to transact electronically through the Platform; (b) your electronic signature is the legal equivalent of your manual signature and has the same legal effect, validity and enforceability as a paper-based signature; (c) your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if manually signed by you in ink; and (d) no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.
California Residents. Under California Civil Code Section 1789.3, California Users are entitled to the following consumer rights notice: the provider of the Platform is Ruthis Inc., 51-10 Broadway, #1018, Woodside, NY 11377. Any fees charged for use of the Platform are as disclosed on the Platform at the time of Booking and in Section 4. To resolve a complaint regarding the Platform, please contact us at info@ruthis.org. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
18. Telephone Communications, Agreement to be Contacted, and Personal Information.
You acknowledge that by providing your telephone number, you expressly consent and agree to receive calls or text messages, including by manual dialing and/or using an automated telephone dialing system, from Ruth, or from independent contractors (including Practitioners) related to your account, registration, onboarding, upcoming or scheduled Services, changes and updates, service outages, follow ups to any push notifications delivered through our App, any transaction with Ruth, and/or your relationship with Ruth, even if your telephone number is registered on any state or federal Do Not Call list. You acknowledge and agree to receive automated calls and text messages from Ruth, or from independent contractors (including Practitioners) even if you close your account or terminate your relationship with Ruth, unless you opt-out.
We may offer you the chance to enroll to receive recurring text messages from us about Platform-related news alerts and marketing or promotional offers (“promotional texts”). By enrolling in a promotional text message program, you agree to receive text messages, including from an automated telephone dialing system to your mobile phone number provided, and you certify that your mobile number provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such texts. Message frequency varies and standard message and data rates apply. You understand that you do not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services. To opt-out, please see the Opt-Out Instructions below.
You may opt-out from receiving text messages at any time. To opt-out of text messages, reply STOP, QUIT, END, CANCEL or UNSUBSCRIBE to any text message you receive. You acknowledge and agree that you may receive one final text message confirming your opt-out. We encourage you to notify Ruth if you no longer want to receive automated calls or text messages. Please note that if you opt out of automated calls or text messages, we reserve the right to make non-automated calls to you.
19. Miscellaneous
a. Relationship of the Parties.
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship exists, is intended or created between you and Ruth by the Agreement or your use of the Platform. Users do not have authority to act as agent for, or to bind or make any representations on behalf of, Ruth.
b. No Third Party Beneficiaries.
Except as expressly set out herein and/or is otherwise required by applicable laws, the Agreement is for the sole benefit of Ruth and the User, and their permitted successors and permitted assigns, and there are no other third-party beneficiaries under the Agreement.
c. Entire Agreement.
The Agreement (including any terms linked to in, and incorporated by reference into, these Terms) constitutes the complete and exclusive agreement between you and Ruth with respect to your use of the Platform, and supersedes any and all prior or contemporaneous agreements, proposals or communications. The provisions of the Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable.
d. Severability; Waiver.
Except as provided in Section 20 below, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision will be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable, or (2) if such provision cannot be so modified or restructured, it will be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. Failure by Ruth to enforce any provision(s) of the Agreement will not be construed as a waiver of any provision or right.
e. Force Majeure.
We will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, earthquakes, hurricanes, wildfires, floods, war, terrorism, riots, embargoes, fires, accidents, pandemics, disease, strikes, or other similar disasters. If a force majeure event affects a Booking, any resulting cancellation, rescheduling, or refund is a matter solely between the Celebrant and the Practitioner under the applicable Cancellation Policy, and Ruth has no obligation to issue, arrange, or fund any refund. Ruth has no liability to any User arising out of any such event or its consequences.
f. Survival.
Sections 1(b), 4, 8, 9, 10, 11, 12, 13, 14, 17-21, and any other parts of the Agreement which, by their nature, should survive the expiration or termination of the Agreement will continue in full force and effect subsequent to, and notwithstanding, the expiration or termination of the Agreement or your use of the Platform.
g. Assignment.
You agree that we may assign or transfer the Agreement without your consent. Upon the effective date of the assignment of the Agreement (a) Ruth will be relieved of all rights, obligations and/or liabilities to you arising in respect of events postdating the effective date of the assignment, and (b) the assignee entity will replace Ruth for the performance of the Agreement. You may not assign or transfer the Agreement without our prior written approval. Any assignment in violation of this paragraph will be null and void.
20. Arbitration Agreement and Class Action Waiver.
PLEASE READ THIS SECTION CAREFULLY, AS IT PRESCRIBES HOW DISPUTES BETWEEN US WILL BE RESOLVED.
a. Arbitration Agreement; Claims.
This Section 20 is referred to as the “Arbitration Agreement” in these Terms. If you are located in Canada, this Arbitration Agreement does not apply to you; see Section 22(c). Unless you opt out of the Arbitration Agreement in accordance with the procedure described below, you and Ruth agree that any and all disputes or claims that arise between you and Ruth relating to the Platform or the Agreement or interactions with other Users on the Platform (including any alleged breach of the Agreement) (collectively, “Claims”), except for Excluded Claims, will be resolved as set forth in this Arbitration Agreement. “Excluded Claims” means (1) individual claims brought in small claims court (if your Claims qualify), (2) Claims in which either party seeks injunctive or other equitable relief for alleged unlawful use of intellectual property (including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents) or emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack, etc.), and (3) Claims described below under “Certain Claims Not Prohibited.”
b. Agreement to Arbitrate.
Unless you opt out of the Arbitration Agreement in accordance with the procedure described in below, you and Ruth agree that any and all Claims (other than Excluded Claims) will be resolved exclusively on an individual basis through final and binding arbitration, rather than in a court, and your rights in connection with all Claims (other than Excluded Claims) will be determined by a neutral arbitrator, not by a judge or jury. You and Ruth agree that the Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To the extent that our dispute involves both timely filed Excluded Claims and other Claims subject to this Agreement, you and we agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims. If there is a final determination by the arbitrator (or the court, if required by law) that applicable law precludes enforcement of the Arbitration Agreement as to any Claim or requested remedy, then that Claim or requested remedy will be severed and stayed pending arbitration of the remaining Claim(s).
c. Prohibition of Class and Representative Actions and Non-Individualized Relief.
YOU AND WE AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, YOU AGREE THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR OR COURT MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
d. Pre-Arbitration Dispute Resolution.
Our preference will always be to resolve complaints amicably and efficiently, without the need for arbitration. Before you commence arbitration, you must first contact us in writing to explain your complaint through our office listed below and give us an opportunity to work with you to resolve it. You or your legal representative, if you have one, may contact us by mail at 51-10 Broadway #1018, Woodside, NY 11377. Your written complaint must include your name, the email address associated with your account, a detailed description of the nature and basis of the dispute, and the specific relief sought. Your written complaint must be on an individual basis and personally signed by you. For any dispute that Ruth initiates, a written complaint will be personally signed by a Ruth representative and sent to the email address associated with your account. If the issue is not resolved within 30 days after receipt of the written complaint, either party may initiate arbitration as specified in this Section 20.
e. Arbitration Procedures.
The arbitration will be conducted by a neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures (as modified by the JAMS Consumer Arbitration Minimum Standards in cases of consumer arbitrations) in effect at the time a Claim is made, currently available at https://www.jamsadr.com/rules-streamlined-arbitration and https://www.jamsadr.com/consumer-minimum-standards/, respectively (the “Rules”).
The arbitrator will decide the substance of all Claims in accordance with law as specified in Section 21, below, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will dismiss an arbitration demand on the pleadings if it does not contain sufficient factual matter to state a claim to relief that is plausible on its face.
Unless you and Ruth agree otherwise, any arbitration hearings with a Practitioner will take place remotely or in the county of the Practitioner’s billing address, and any arbitration hearings with a Celebrant will take place remotely or in the county in which the Celebrant received Services. If JAMS arbitration is unavailable in your county and the parties mutually agree to proceed with an in-person hearing, the arbitration hearings will take place in the nearest available location for a JAMS arbitration.
All Rules, as modified by this Arbitration Agreement, are incorporated into these Terms by reference. You either acknowledge and agree that you have read and understand the Rules or waive your opportunity to read the Rules and any claim that the Rules are unfair or should not apply for any reason. If there is any inconsistency between the Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control, unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator also must follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions in Section 13. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. The arbitrator will submit a decision in writing, providing a concise written statement of the essential findings and conclusions on which the award is based. Decisions by the arbitrator are binding and enforceable in court and may be overturned by a court only for very limited reasons.
As limited by applicable law, these Terms and the applicable Rules, the arbitrator will have (1) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Claim, including the determination of whether a Claim is arbitrable, and (2) the authority to grant any remedy that would otherwise be available in court.
f. Costs of Arbitration.
Payment of all filing, administration, case management, and arbitrator fees will be governed by the Rules.
Except as required by law or the Rules, each party will pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law or the Rules.
g. Confidentiality.
All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
h. Severability.
Notwithstanding anything else contained in the Terms, if any term, clause or provision of this Section 20 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 20 will remain valid and enforceable, provided that if the finding of partial invalidity or unenforceability results in a final determination that the class action waiver set forth in this Section 20 fails with respect to all of the claims in arbitration, then Section 20 will be unenforceable in its entirety.
i. Opt-Out Procedure.
You can choose to reject this Arbitration Agreement and your waiver of the right to bring or participate in class or representative actions by mailing us a written opt-out notice (“Opt-Out Notice“) in accordance with this paragraph. The Opt-Out Notice must be postmarked no later than 30 days after the date you accept these Terms for the first time. You must mail the Opt-Out Notice to Ruth at 51-10 Broadway, #1018, Woodside, NY 11377, Attn: Legal. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and the class action waiver and must include your name, address, phone number, and the email address(es) used to register for the Platform to which the opt-out applies. You must personally sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement and class action waiver. If you opt out of the agreement to arbitrate and the waiver of the right to participate in class and representative actions, none of the arbitration provisions will apply to you and you will not waive your right to engage in class or representative actions, but the remainder of these Terms will continue to apply. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Arbitration Agreement and did not validly opt out of it. By opting out of binding arbitration, you are agreeing to resolve Claims (including Excluded Claims) in accordance with Section 21 (Governing Law).
j. Future Changes to this Arbitration Agreement.
Notwithstanding any provision in these Terms to the contrary, you agree that if we make any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change will not apply to any Claim that was filed in a legal proceeding against Ruth prior to the effective date of the change. Moreover, if we terminate this Arbitration Agreement by removing it from these Terms, such termination will not be effective until 30 days after the version of these Terms not containing the Arbitration Agreement is posted on the Platform, and will not be effective as to any Claim that was filed in a legal proceeding against Ruth prior to the effective date of removal.
k. Certain Claims Not Prohibited.
Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or a similar local, state or federal agency, and nothing in this Arbitration Agreement will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. The Agreement and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.
21. Governing Law.
You agree that the Agreement will be governed by the internal substantive laws of the State of Delaware, without regard to its conflict of laws principles. If you are located in Canada, this Section 21 is modified by Section 22(d). Notwithstanding the preceding sentence with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 20 and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the Federal and state courts located in New Castle County, Delaware for any actions for Excluded Claims, including any provisional relief required to prevent irreparable harm. You agree that the state and Federal courts located in New Castle County, Delaware are the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement in Section 20 is found to be unenforceable.
TO THE EXTENT APPLICABLE, WITH RESPECT TO ALL RELEASES CONTAINED IN THESE TERMS, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542, WHICH READS AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
If you are not a California resident, you waive your rights under any statute, regulation, or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
22. Supplemental Terms for Users Located in Canada.
This Section 22 applies to Users located in Canada and is in addition to the remainder of the Agreement. If there is any conflict or inconsistency between this Section 22 and any other provision of the Agreement, this Section 22 controls, but only for Users located in Canada and only to the extent of the conflict. All other provisions of the Agreement continue to apply to you.
a. Language. Ruth makes a French-language version of these Terms available on the Platform, and Users located in Quebec are provided with the French version before being asked to agree to these Terms. If, after being provided with the French version, you expressly choose to be bound by the English version, the parties confirm their express wish that the Agreement and all related documents be drawn up in English. Les parties confirment leur volonte expresse que la presente convention et tous les documents s'y rattachant soient rediges en anglais. In the event of any discrepancy between the French and English versions, the French version prevails for Users located in Quebec.
b. Consumer Rights and Warranties. Nothing in the Agreement limits or excludes any right, legal warranty, or remedy conferred on you by applicable Canadian federal or provincial consumer protection legislation that cannot be limited or excluded by contract, including the legal warranties under the Civil Code of Quebec and the Quebec Consumer Protection Act and the statutory conditions and warranties under provincial sale of goods and consumer protection legislation. The disclaimers in Section 13(a) and the limitations of liability in Section 13(b) apply to you only to the extent permitted by that legislation, and where that legislation prohibits a limitation set out in Section 13, Ruth's liability is limited to the greatest extent that legislation permits.
c. Dispute Resolution. If you are located in Canada, the Arbitration Agreement and the class action waiver in Section 20 do not apply to you, and you may bring any Claim in a court of competent jurisdiction in your province or territory of residence. Nothing in the Agreement waives, and Ruth will not seek to enforce against you, any right you have to commence or become a member of a class action or other class or representative proceeding, or to bring a Claim before a court or before a consumer protection or human rights authority in your province or territory, to the extent that right cannot be waived under applicable Canadian law.
d. Governing Law and Forum. If you are located in Canada, the choice of Delaware law and the exclusive Delaware forum in Section 21 do not apply to the extent that applicable law in your province or territory entitles you to the benefit of local law or to bring proceedings in your place of residence, including under Article 19 of the Quebec Consumer Protection Act and Article 3149 of the Civil Code of Quebec. The waiver of California Civil Code Section 1542 in Section 21 does not apply to you.
e. Privacy and Cross-Border Transfer. Personal information you provide is collected, used, and disclosed in accordance with the Privacy Policy and applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act and, for Users located in Quebec, the Act respecting the protection of personal information in the private sector. You acknowledge that your personal information may be stored and processed in the United States and in other countries by Ruth and its service providers, and that while it is in those countries it may be accessible to courts, law enforcement, and government authorities there under the laws of those jurisdictions. You may exercise your rights of access, correction, withdrawal of consent, and, where applicable, de-indexing and portability by contacting Ruth at info@ruthis.org.
f. Commercial Electronic Messages. If you are located in Canada, Ruth will send you commercial electronic messages only with your express or implied consent as required by Canada's Anti-Spam Legislation. Every commercial electronic message Ruth sends will identify Ruth, provide Ruth's mailing address and contact information, and include an unsubscribe mechanism that Ruth will give effect to promptly and in any event within 10 business days, and that will remain valid for at least 60 days after the message is sent. Consent to receive commercial electronic messages is not a condition of using the Platform or of making or accepting a Booking. Section 18 applies to you only to the extent consistent with this Section 22(f) and with applicable Canadian law, and references in Section 18 to state or federal Do Not Call lists do not apply to you.
g. Background Checks. If you are a Practitioner located in Canada, the references in Section 2 to the Fair Credit Reporting Act do not apply to you. Ruth will obtain your express consent before conducting any Background Check and will conduct and use any Background Check in accordance with applicable Canadian federal and provincial legislation, including applicable consumer reporting and personal information protection legislation and applicable human rights legislation restricting the collection or use of criminal record, discharge, and pardoned or suspended conviction information. Before taking any adverse action based in whole or in part on a Background Check, Ruth will give you notice, a copy of the relevant information, and a reasonable opportunity to correct or respond to it.
h. Fees, Taxes, and Currency. Amounts stated on the Platform are in U.S. dollars unless the Platform states otherwise. If your payment method is denominated in another currency, your card issuer or financial institution sets the applicable exchange rate and may charge foreign transaction or currency conversion fees, for which Ruth is not responsible. Where Ruth is required to register for and collect goods and services tax, harmonized sales tax, Quebec sales tax, or provincial sales tax in respect of Platform Fees, Ruth will do so and will show the applicable tax on the Practitioner's invoice. Each Practitioner remains responsible for determining and satisfying its own registration, collection, reporting, and remittance obligations in respect of Canadian taxes on its Services, and for its own income tax reporting.
i. Availability. Ruth makes the Platform available in Canada only in those provinces and territories where it is lawful for Ruth to do so, and may restrict or decline to make the Platform, or any particular feature of the Platform, available in any province or territory.
If you have any questions about these Terms of Service or about the Platform, please contact us at info@ruthis.org.