Rafter Services Agreement

Rafter will use commercially reasonable efforts to provide the Services set forth on the Pricing Page. Rafter will not begin performance of Services until it has confirmation from Customer. Customer hereby grants Rafter and its employees, contractors, or agents access to the Premises, solely to the extent necessary to perform the Services.

By subscribing to a Membership via the Rafter Technology, Customer will receive the applicable Services associated with such Membership. If Customer subscribes to a Membership that includes certain Services that Customer's Premises do not require, then Customer shall not receive such Services.

Rafter may provide lists of third-party service providers ("Providers") via the Services. Rafter does not endorse, vet, sponsor, or recommend such Providers, and Rafter disclaims all liability in connection with the actions of such Providers. Such Providers are not under the control of Rafter.

Subject to the terms and conditions of this Agreement, Rafter hereby grants to Customer a nonexclusive, nontransferable, worldwide license to use the Rafter Technology solely for Customer's personal, non-commercial use.

Customer must register and create an account to access and use the Rafter Technology, providing only correct and accurate information. Failure to provide and maintain updated and accurate information may result in Customer's inability to use the Rafter Technology and/or Rafter's termination of this Agreement.

Customer is fully and solely responsible for (a) maintaining the confidentiality of any log-in and password used to access the Rafter Technology; and (b) all activities that occur under Customer's password or account, even if not authorized by Customer. Customer agrees to notify Rafter immediately if Customer suspects any unauthorized party may be using their password or account.

Rafter uses Stripe, Inc. and its affiliates as its third-party service provider for payment services. If you make a purchase on the Service, you will be required to provide your payment details directly to our Third-Party Service Provider. You agree to be bound by Stripe's Privacy Policy and Terms of Service.

You shall pay all fees or charges ("Fees") to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing Rafter and/or our Third-Party Service Provider with your payment information, you agree that Rafter and/or our Third-Party Service Provider is authorized to immediately invoice your Account for all Fees due and payable to Rafter hereunder and that no additional notice or consent is required. You shall immediately notify Rafter of any change in your payment information to maintain its completeness and accuracy. Rafter reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Rafter and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Service are non-refundable.

If you purchase a Membership, the Fee for such Membership (the "Membership Fee") will be billed at the start of the Membership ("Membership Commencement Date") and at regular intervals in accordance with your elections at the time of purchase. Rafter reserves the right to change the timing of our billing. Rafter reserves the right to change the Membership pricing at any time in accordance with Section 14.1 (Agreement Updates). If changes to the Membership price occur that impact your Membership, Rafter will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Membership as set forth below.

The Fees do not include any Sales Tax that may be due in connection with the Service. If Rafter determines it has a legal obligation to collect Sales Tax from you, Rafter shall collect such Sales Tax in addition to the Fees.

Any free trial or other promotion that provides users access to the Service must be used within the specified time of the trial. At the end of the trial or promotional period, your use of that Service will automatically roll into a paid Membership at our then-current Membership Fees if you do not cancel prior to the Membership Commencement Date.

In accordance with Westchester County Law and the NYS General Business Law, if Customer does not pay the Fees owed to Rafter, Rafter may have a claim against Customer, which may be enforced against Customer's Premises in accordance with applicable lien laws.

This Agreement will take effect on the Effective Date, and will remain in effect for one (1) year thereafter (the "Initial Term"). Thereafter, this Agreement will automatically renew for additional terms of one (1) year each, unless either party provides the other party with notice of non-renewal thirty (30) days prior to the end of the then-current term.

Either party may terminate this Agreement for a material breach by the other party, so long as the terminating party gives the breaching party thirty (30) days written notice. Rafter may terminate this Agreement for any reason in its sole discretion.

The following obligations shall survive termination of this Agreement: (a) all obligations regarding use or disclosure of Confidential Information and (b) all obligations to make payments of amounts or fees owed or accrued prior to termination. Sections 1, 6.3, 7, 9, 10, 11, 12, and 13 shall survive termination.

With respect to any Application accessed through or downloaded from the Apple App Store (an "App Store Sourced Application"), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs iOS and (ii) as permitted by the "Usage Rules" set forth in the Apple Media Terms of Service.

You acknowledge and agree that (i) this Agreement is concluded between you and Rafter only, and not Apple, and (ii) Rafter, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the App Store Sourced Application.

The Services may be made available or accessed in connection with third-party services and software ("Third-Party Services"). The Third-Party Services are not under the control of Rafter, and Rafter is not responsible for any Third-Party Services. Rafter does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services.

Each party may from time to time disclose to the other party certain information regarding the Disclosing Party's business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information ("Confidential Information"). The Receiving Party shall use Confidential Information only for the purposes of exercising its rights and performing its obligations under this Agreement, and shall not disclose Confidential Information to any person other than those with a reasonable need to know and who agree to be bound by terms at least as protective as this Section 9.

The Receiving Party's obligations under Section 9.1 will terminate if such information: (a) was already known to the Receiving Party at the time of disclosure; (b) is disclosed by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without the use of the Confidential Information.

Rafter represents and warrants that: (a) it has the authority to enter into this Agreement; and (b) the Services will be performed in a professional and workmanlike manner.

THE PLATFORM, APPLICATION, AND THE RAFTER TECHNOLOGY UNDERLYING THEM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE RAFTER TECHNOLOGY MAY INCORPORATE LARGE LANGUAGE MODELS OR ARTIFICIAL INTELLIGENCE TOOLS PROVIDED BY THIRD-PARTY PROVIDERS ("THIRD-PARTY AI SERVICES"). THESE THIRD-PARTY AI SERVICES ARE NOT UNDER THE CONTROL OF RAFTER, AND RAFTER MAKES NO, AND HEREBY DISCLAIMS ALL, WARRANTIES IN CONNECTION WITH THE THIRD-PARTY AI SERVICES.

RAFTER MAKES NO, AND EXPRESSLY DISCLAIMS, ALL WARRANTIES AS TO: (A) THE TIMELINESS, SUITABILITY, ACCURACY, RELIABILITY, COMPLETENESS OF THE SERVICES; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES; OR (C) THE QUALITY OF THE SERVICES. RAFTER HEREBY DISCLAIMS LIABILITY FOR ANY LOSSES ARISING OUT OF OR IN CONNECTION WITH: (I) ACTS OF NATURE; (II) MANUFACTURER'S OR THIRD-PARTY PRODUCT DEFECTS; (III) ANY PRE-EXISTING DAMAGES OR CONDITIONS; (IV) THIRD-PARTY PRODUCTS THAT ARE OUT OF WARRANTY; (V) NORMAL WEAR AND TEAR; (VI) SENTIMENTAL AND/OR UNDOCUMENTED TANGIBLE VALUE; (VII) ANY UNFORESEEABLE OR LATENT DEFECTS; OR (VIII) ANY REPAIRS OR SERVICES PERFORMED BY A NON-RAFTER PARTY.

Customer acknowledges that the Services carry inherent risks and agrees that, to the maximum extent permitted by applicable law, Customer assumes the entire risk arising out of Customer's access to and use of the Platform and Services.

Subject to the terms of this Arbitration Agreement, you and Rafter agree that any dispute, claim, or disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (i) you and Rafter may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Rafter may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

Before either party commences arbitration, the parties will personally meet and confer telephonically or via videoconference in a good faith effort to resolve the Dispute informally (an "Informal Dispute Resolution Conference"). The party initiating a Dispute must give written notice of its intent to initiate such a conference, which shall occur within forty-five (45) days after the other party receives such notice. Notice to Rafter should be sent to members@rafterhome.com or PO Box 427, Millwood, NY 10546.

YOU AND RAFTER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. YOU AND RAFTER ARE INSTEAD ELECTING THAT ALL DISPUTES SHALL BE RESOLVED BY ARBITRATION UNDER THIS ARBITRATION AGREEMENT, EXCEPT AS SPECIFIED IN SECTION 13.1.

YOU AND RAFTER AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 13.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Rafter agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of New York. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Rafter from participating in a class-wide settlement of claims.

This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Rafter agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this section. The AAA Rules are currently available at www.adr.org.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (1) the name, telephone number, mailing address, e-mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Rafter otherwise agree, or the Batch Arbitration process discussed in Section 13.9 is triggered, the arbitration will be conducted in the county where you reside. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and Rafter agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA's roster of consumer dispute arbitrators.

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 13.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 13.4 is unenforceable, illegal, void or voidable, or that such Section 13.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 13.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought was frivolous or was brought for an improper purpose.

To increase the efficiency of administration and resolution of arbitrations, you and Rafter agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Rafter by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration").

All parties agree that Requests are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). The Administrative Arbitrator's fees shall be paid by Rafter.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: PO Box 427, Millwood, NY, 10546, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Except as provided in Section 13.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Rafter as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

Notwithstanding any provision in this Agreement to the contrary, we agree that if Rafter makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Rafter at PO Box 427, Millwood, NY, 10546, your continued use of the Service constitutes your acceptance of any such changes. 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 Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement remain in full force and effect. Rafter will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

When changes are made, Rafter will make a new copy of this Agreement available via the Rafter Technology, and we will also update the "Last Updated" date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. Rafter may require you to provide consent to the updated Agreement in a specified manner before further use of the Rafter Technology or the Service is permitted.

IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE RAFTER TECHNOLOGY AND THE SERVICE.

Customer acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Platform. Customer agrees that it will not export or re-export the Platform in violation of the export or import laws of the United States or any foreign jurisdiction.

The parties are independent contractors and nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.

If the performance of this Agreement is restricted or interfered with by reason of fire, flood, earthquake, explosion or other casualty or accident, strikes or labor disputes, inability to procure or obtain delivery of parts, supplies or power, war, terrorism or other violence, any law, order, proclamation, regulation, ordinance, demand or requirement of any government agency, or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.

Customer may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement to any third party without Rafter's prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void.

All notices, consents, and approvals under this Agreement must be delivered in writing by courier, or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the applicable address, and will be effective upon receipt or three (3) business days after being deposited in the mail.

This Agreement will be governed by the laws of the State of New York without regard to any conflict of laws principles that would require the application of the laws of a different jurisdiction.

All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." No rule of strict construction shall be applied against either party when interpreting this Agreement.

This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral.