Terms of use

Last updated: Septempber 2025

Please read these Terms of Service (these "Terms") carefully, as they constitute a legally binding agreement between Rizzly LLC, a limited liability company ("Rizzly," "we," "us" or "our") and an end-user and any employees, agents, contractors and any other entity on whose behalf the end-user accepts these terms (collectively, "you" and "your") and apply to your use of our website and Services (as defined below). In case you are utilizing the Services as a representative of a party (e.g. your employer or customer, collectively the "Client"), your acceptance of these Terms also binds the Client.

This is a binding agreement. If you use the Services or click accept or agree to these Terms if presented to you in a user interface for the Services, or you have signed a subscription agreement that serves as a master agreement, you are legally bound by the obligations in these Terms. If you are entering into these Terms on behalf of a Client, you represent and warrant that you have the authority to bind the Client to these Terms, and any reference to "you" and "your" will refer and apply to that party. If you do not agree to all of these Terms, you shall not use the Service and you should not set up an Account (as defined).

By agreeing to these Terms, you expressly agree that except for limited circumstances, the parties will only resolve disputes by arbitration, solely on an individual basis.

You hereby agree to accept these Terms by opening an account under a username, notwithstanding any existing services agreement to which you may also be signatory which incorporated these Terms by reference.

You also agree to abide by other Rizzly rules and policies, including our Privacy Policy (which explains what information we collect from you and how we protect it) that are expressly incorporated into and are a part of these Terms. Please read them carefully.

Once you accept these Terms you are bound by them until they are terminated. See Section 7 (Term and Termination).

1. The Services

a. Right to Use and License

Subject to your compliance with these Terms, Rizzly hereby grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable (i) right to use the Services and (ii) where applicable in cases of on premise installations, license to object code that is installed in your Systems (where "Systems" means computing machine running code, whether on your premise or on a 3rd party's cloud platform), solely for the purposes described in these Terms and in any technical documentation contained in, or provided with, the Services.

You acknowledge and agree that you are only being granted a right to use the Services and nothing is being sold to you. You do not acquire any ownership interest in the Services under these Terms, or any other rights thereto, other than to use the Service in accordance with the use rights specified and other terms, conditions, and restrictions of these Terms. We reserve all other rights that are not granted in these Terms.

See Section 4 for more details on your use and Intellectual Property Rights (as defined) under these Terms.

b. What We Provide

The Services include but are not limited to our platform and related services that allow you to access and utilize the features and functionality made available through Rizzly. Our Services may include software, APIs, dashboards, and related tools.

c. Third-Parties

Our Services may integrate with or rely upon third-party service providers (our "Providers") as part of the Services or parties that you wish to utilize. We expect our Providers list to grow with time. You understand and agree that when you use various aspects of the Services, we may share Your Content (as defined) with each Provider, subject to each Provider's individual terms and conditions. We do not make any representation and warranties on any Provider's behalf, nor are we an agent of any such Provider.

Our Services may allow you to customize which third parties you would like to use as part of the Services. If you have existing accounts with any of our Providers, you may be able to bring your own API keys. The fees we charge you may bundle in the usage fees from each of our Providers on a per use basis and our fee will be modified accordingly. Enterprise customers shall be subject to custom pricing schemes.

In certain instances, you will need to have separate subscriptions with our Providers to utilize certain features of the Services.

d. Use Restrictions

You agree to not, directly or indirectly (and will not permit any third party) to:

  • Use the Services in any manner or for any purpose that violates any law or regulation, or the rights of any person, including but not limited to intellectual property rights, privacy rights, or contractual rights;

  • Use the Services to transmit or distribute any viruses, malware, or other harmful code;

  • Attempt to gain unauthorized access to the Services, accounts, computer systems, or networks connected to the Services;

  • Interfere with or disrupt the integrity or performance of the Services;

  • Remove, alter, or obscure any proprietary notices on the Services;

  • Use the Services to compete with Rizzly or for any benchmarking or competitive analysis;

  • Copy, modify, distribute, sell, or lease any part of the Services;

  • Reverse engineer, decompile, or disassemble the Services;

  • Use the Services to create a product or service that is competitive with Rizzly's Services;

  • Share your Account credentials with others or allow others to access your Account;

  • Use the Services in a manner that could damage, disable, or impair the Services;

  • Use automated scripts or bots to access the Services without authorization;

  • Violate or circumvent any security or authentication measures;

  • Use the Services to store or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.

In all cases, Rizzly will determine in our sole discretion whether any action of an end-user violates the above rules. Violation of the above rules is a breach of these Terms.

e. Service Updates

You understand that the Services will evolve from time to time. You acknowledge and agree that Rizzly may update the Services with or without notifying you, including adding or removing features, products, or functionalities. Rizzly may also require you to accept updates to the software that you have installed on your System as applicable.

f. Fees

Usage of our Services is subject to the fees that are set out on our website or as otherwise agreed upon in writing. The fees you pay will be directly correlated with your usage of the Services.

Nothing prevents us from revising the fees charged for our Services, or introducing new features and benefits and charging additional amounts. Your costs under any subscription to our Services will not change until your then current term of subscription (e.g. if you are a monthly subscriber, then at the end of the month we revise our fees).

Our fees are separate and apart from the fees our Providers charge or those third parties that you may have subscribed to yourself.

g. Payment Confirmation and Refund Policy

By purchasing products or services from Rizzly LLC and submitting payments to Rizzly LLC through any payment method, including but not limited to manual payments, automatic payments, or payments charged to a payment method on file, you acknowledge and confirm that:

  • (i) You have reviewed and verified the accuracy of all charges prior to payment submission;

  • (ii) All payments are final and non-refundable except as otherwise expressly provided in these Terms, in a written agreement, or as required by applicable law; and

  • (iii) You authorize Rizzly to charge your designated payment method for all fees incurred under your Account.

Notwithstanding the above, Rizzly may, in its sole discretion, issue refunds on a case-by-case basis for payments made in error or under exceptional circumstances. Any request for a refund must be submitted in writing to billing@rizzly.com within seven (7) days of the charge.

2. Accounts and Registration

a. Registration

To access the Services, you must register and obtain login credentials for an account ("Account") and provide information as prompted by the account registration flow. You represent and warrant that: (a) all registration information you submit is truthful and accurate; and (b) you will maintain and promptly update such information to keep it true, accurate, current and complete. You may delete your Account at any time, for any reason in accordance with Section 7(b).

b. Eligibility

The Services are only available to end-users who can form legally binding contracts under applicable law. By accessing or using the Services, you represent and warrant that you are at least 18 years of age or over the age of majority in the state or country where you are a resident or citizen. You are not eligible to be a Client or an end-user if you are barred from using the Services under the laws of the United States or any other applicable jurisdiction, including pursuant to Section 15 (Export Control) in these Terms.

c. User Information & Credentials

When you create an Account with Rizzly, you will be asked to choose a username and password. You acknowledge and agree that you are exclusively responsible for the security and confidentiality of your login credentials and for all use of the Services and all related charges that may arise from such use of the Services in connection with your login credentials, with or without your knowledge. You may not share your Account or password with anyone, and you agree to notify Rizzly immediately of any actual or suspected unauthorized use of your Account, your password or any other breach of security as related to the Services, including on any hardware device which you may use to access our Services. Each end user must maintain their own credentials.

3. Privacy

Rizzly is committed to protecting your privacy. Our Privacy Policy explains how we collect, use, and protect your information. By using the Services, you agree to the collection and use of your information as described in our Privacy Policy.

4. Intellectual Property

a. Your Content

When you utilize our Service, all materials uploaded to or transmitted via the platform is your content ("Your Content"). You own all rights and title in Your Content, including any Intellectual Property Rights (as defined). Rizzly does not claim any ownership of Your Content or assert any rights under your Intellectual Property Rights other than as granted under these Terms.

b. Rights You Grant Us

By submitting, posting, or uploading Your Content to the Services, you grant Rizzly a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, distribute, prepare derivative works of, display, and perform Your Content in connection with providing the Services to you and as otherwise permitted by these Terms and our Privacy Policy. This license continues even after you stop using the Services solely to the extent necessary for Rizzly to provide the Services to other users or as required by law.

You represent and warrant that: (i) you own Your Content or have the right to grant the rights and licenses in these Terms; and (ii) Your Content and our use of Your Content as permitted by these Terms will not violate any applicable law or infringe any rights of any third party.

c. Rizzly's Rights

The Services utilize technology and capabilities and contain certain materials provided by us as well as our licensors, including but not limited to, all proprietary content, information, software, images, text, graphics, illustrations, logos, and (as applicable) audio and video. Rizzly and its licensors reserve all ownership and Intellectual Property Rights to all parts of our Services. For the purposes of these Terms, "Intellectual Property Rights" means all (i) patents, patent disclosures, and inventions (whether patentable or not), (ii) trademarks, (iii) copyrights and copyrightable works (including computer programs), and rights in data and databases, and (iv) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. Your use rights, as set out under Section 1 above are subject to compliance with these Terms and as applicable payment of the applicable fees.

d. Rights Granted to Third Parties

Providers that deliver part of our Services, whether pursuant to a contract directly with you or though us, require rights to handle Your Content as applicable to the service they provide. Each Provider has its own contractual terms that apply. Please review the specific terms of service or equivalent agreement which apply to the Provider that you elect to utilize. While we expect each Provider to comport to industry norms and comply with their privacy policies and the license and rights granted to them under terms agreed upon with you, we do not monitor nor make any guarantees or warranties in respect of their compliance with their contractual and legal obligations.

e. Aggregated Data

Rizzly shall monitor your use of the Services and collect and compile data and information related to all such use in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). Such Aggregated Statistics are wholly owned by Rizzly with all rights reserved and may be used for operating, developing, providing, promoting, and improving the Services.

5. Feedback

If you provide Rizzly with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant Rizzly a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into the Services without any obligation to you.

6. Communications

By entering into these Terms or using the Services, you agree to receive communications from us, including via email, and/or push notifications. Communications from us may include, but are not limited to, operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, and news concerning Rizzly and industry developments.

7. Term and Termination

a. Term

These Terms commence on the earlier of the date you first opened an Account to use the Services or the date when you accepted these Terms, and these Terms will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section.

b. Termination by Rizzly

If you have breached any provision of these Terms, if Rizzly is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), or if it is commercially impracticable for Rizzly to provide the Services, Rizzly has the right to, immediately and without notice, suspend or terminate any of the Services provided to you.

You agree that all terminations will be made in Rizzly's sole discretion and that Rizzly will not be liable to you or any third party for any termination of your Account, provided that if applicable, Rizzly shall refund you any prepaid amount, on a pro-rata basis, for any duration of the term of subscription to our Service which remains after the termination of your Account.

c. Termination by You

You may terminate these Terms at any time by ceasing use of the Services and closing your Account. To close your Account, please contact us through the methods provided on our website.

d. Effect of Termination

If Services are terminated for any reason, your use rights shall cease and you may not be able to access your Account and all related information or files associated with or inside your Account (or any part thereof) may be deleted. Rizzly will not have any liability whatsoever to you for any suspension or termination.

e. Survival

The following Sections shall survive any termination of your use right: This Section 7(e), Sections 4(a), 4(b), 4(c), 4(d), 4(e), 7(d), 9, 10, 11, 12, 14, 16, and 19.

8. Changes to Terms

These Terms are subject to occasional revision by Rizzly. When changes are made, Rizzly will make a new copy of these Terms of Service available on the website. We will also update the date at the top of these Terms. If we make any substantial changes, and you have registered with us to create an Account, we will also send an email to you at the last e-mail address you provided to us to notify you. Any changes to these Terms will be effective immediately for new registered users of the Services and will be effective 30 days after posting notice of such changes on the website for existing registered users, provided that any material changes will be effective for registered users who have an Account with us upon the earlier of 30 days after posting notice of such changes on the website or 30 days after dispatch of an e-mail notice of such changes to registered users. Rizzly may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGES AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU WILL STOP USING THE SERVICES. OTHERWISE, YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

9. Indemnification

a. Your Indemnification Obligation

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Rizzly, our directors, officers, members, employees, licensors, providers, and agents ("Rizzly Parties") from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your breach of these Terms, any rights of another party, or any applicable law or regulation; or (c) your negligence or willful misconduct. Rizzly reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Rizzly in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, these Terms and/or your access to the Services.

b. Indemnification by Rizzly

Rizzly will defend, indemnify and hold harmless you and as applicable your officers, directors, employees, contractors and licensors (collectively, "Customer Indemnitees"), from and against any costs, damages (including reasonable attorneys' fees) that are awarded in final judgment against or paid in settlement in connection with any action or suit brought against a Customer Indemnitee by a third party based upon a third-party claim that (i) the Services, as provided by Rizzly pursuant to these Terms, infringe any Intellectual Property Rights or misappropriate any trade secret, or (ii) arises from or relate to the gross negligence, willful misconduct, fraud or more culpable acts or omissions of Rizzly, violation of applicable law by Rizzly, or any breach by Rizzly of any of its representations or warranties hereunder.

c. Injunctions

If your use of the Services is, or in Rizzly's reasonable opinion is likely to be, enjoined due to claims specified in Section 9(b), then Rizzly may at its sole option and expense: (a) replace or modify the Services to make them non-infringing and of substantially equivalent functionality; (b) procure for you the right to continue using the Services under these Terms; or (c) terminate your rights and Rizzly's obligation under these Terms with respect to Services and refund to you a pro-rata portion of the fees paid in advance by you in respect of the Services.

10. Disclaimers

a. You expressly understand and agree that, to the extent permitted by applicable law, your use of the Services is at your sole risk, and the Services are provided on an "as is" and "as available" basis, with all faults. Rizzly expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

b. Except as explicitly provided hereunder, Rizzly makes no representation, warranty, or condition with respect to the Services, including but not limited to, the quality, effectiveness, and other characteristics of the Services, and of those of the Providers. Except as provided under a service level agreement, Rizzly makes no representation or warranty that the Services will be uninterrupted, error-free, or timely. The Services may be subject to delays, cancellations and other disruptions.

c. No advice or information, whether oral or written, obtained from Rizzly or through the Services will create any warranty not expressly made in these terms.

d. You are responsible for understanding and managing your usage of the Services and any associated costs.

11. Limitation of Liability

a. Disclaimer of Certain Damages

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL A PARTY BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES.

b. Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WILL NOT BE LIABLE BEYOND THE GREATER OF (i) $100 USD, (ii) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.

SOME COUNTRIES, STATES, PROVINCES, OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS STATED IN THIS SECTION, SO THE TERMS HEREIN MAY NOT FULLY APPLY TO YOU.

12. Dispute Resolution

a. Governing Law

These Terms and all related orders and subscriptions related hereto, and all matters arising out of or relating to these Terms, are governed by, and construed in accordance with, the laws of the State of Illinois, without giving effect to the conflict of laws provisions thereof.

b. Arbitration

You and Rizzly agree that any controversy, allegation, or claim that arises out of or relates to the Service, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a "Dispute") arising out of will be resolved by binding arbitration, rather than in court, except for: (1) any controversy, allegation, or claim that arises out of or relates to our actual or alleged intellectual property rights; (2) any claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; (3) any claim for equitable relief.

c. Informal Dispute Resolution

You and Rizzly agree that good faith informal efforts to resolve disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Rizzly therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court (which you agree shall only be done in Chicago, Illinois), we will personally meet or confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this clause ("Informal Dispute Resolution Conference").

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which will occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Rizzly that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@rizzly.com. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your dispute.

d. Waiver of Jury Trial

YOU AND RIZZLY 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 Rizzly are instead electing that all disputes will be resolved by arbitration under these Terms, except as set out under Section 12(b) above.

e. Waiver of Class and Other Non-Individualized Relief

YOU AND RIZZLY AGREE THAT, EXCEPT AS SPECIFIED IN THIS SECTION, 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.

f. Rules and Forum

These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision in these Terms 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 Section 12 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 Rizzly agree that either party will 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 AAA Commercial Arbitration Rules then in effect in Chicago, Illinois, by one arbitrator alone and such arbitrator will have exclusive authority to resolve any dispute.

13. International Use

The Services can be accessed from countries around the world and may contain references to features and services that are not available in your country. Rizzly makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local laws. If you are using the Services and are not in the United States, you agree that the location for dispute resolution is acceptable to you and that you will not challenge the forum as being inconvenient for you.

14. Severability and Waiver

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15. Export Control

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List.

16. Notices

All notices required or permitted under these Terms will be in writing, will reference these Terms, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally recognized express courier, with written confirmation of receipt; (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) when sent by email. You may give notice to Rizzly at the following email address: support@rizzly.com.

17. Assignment

These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Rizzly's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Rizzly may assign these Terms and any other right or obligation to a party without any consent or notification requirement to you.

18. Force Majeure

Rizzly 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, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

19. Entire Agreement

These Terms, along with any Rizzly ordering document such as master agreement, or as found on Rizzly's website, make up the final, entire, and exclusive agreement between you and Rizzly with respect to the subject matter hereof and supersede any prior agreements and discussions, both written and oral, with respect to such subject matter. No purchase order or other document issued by you in respect of our Services shall control.

20. Contact Us

Rizzly welcomes comments, questions, concerns, or suggestions. Please send us any inquiries at support@rizzly.com or visit our website for more information.