Rill terms of service

Last updated: October 2020

Welcome, and thank you for your interest in Rill Data, Inc. (“Rill”) and our website and services at Rilldata.com, along with the related websites, networks, applications, and other services provided by Rill (collectively, the “Rill Services”). These Terms of Service are a legally binding contract between you (“Customer”) and Rill regarding your use of the Rill Services.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKINGI ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE RILL SERVICES, CUSTOMER AGREES THAT CUSTOMER HAS READ AND UNDERSTOOD, AND, AS A CONDITION TO USE OF THE RILL SERVICES, AGREES TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS (THESE “TERMS”). If Customer is not eligible, or does not agree to the Terms, then Customer does not have Rill’s permission to use the Rill Services. CUSTOMER’S USE OF THE RILL SERVICES, AND RILL’S PROVISION OF THE RILL SERVICES TO CUSTOMER, CONSTITUTES AN AGREEMENT BY RILL AND BY CUSTOMER TO BE BOUND BY THESE TERMS.


1. ELIGIBILITY

Customer must be at least 18 years old to use the Rill Services. By agreeing to these Terms, Customer represents and warrants to Rill that: (a) Customer is at least 18 years old; (b) Customer has not previously been suspended or removed from the Rill Services; and (c) Customer’s registration and use of the Rill Services is in compliance with any and all applicable laws and regulations. The individual accepting these Terms on Customer’s behalf represents and warrants that they: (i) are at least 18 years old; and (ii) have authority to bind Customer to these Terms and Customer agrees to be bound by these Terms.


2. ACCOUNTS AND REGISTRATION

When registering for an account on the Rill Services, Customer may be required to provide Rill with certain information, such as Customer’s legal name, email address, or other contact information. Customer agrees that the information provided to Rill is accurate and that Customer will keep it accurate and up-to-date at all times. Each account may be used by only one person. Customer is solely responsible for maintaining the confidentiality of Customer’s account and password, and Customer accepts responsibility for all activities that occur under Customer’s account.


3. THE RILL SERVICES

3.1. Use of the Rill Services.  Rill grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 11.2) right during the Term to use the Rill Services solely in connection with Customer’s internal business operations.

3.2. Use of the Documentation.  Rill grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 11.2) license, without right of sublicense, during the Term to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with use of the Rill Services in accordance with these Terms. “Documentation” means Rill-provided user documentation, in all forms, relating to the Rill Services (e.g., user manuals, on-line help files).

3.3. Free Trial. In its sole discretion, Rill may grant Customer the right to access and use the Rill Services as a trial user at no charge for a specified limited time period (“Free Trial”). At the expiration of the trial period, Customer’s access to the Rill Services will be terminated unless customer pays the applicable fees. Rill has no duty to provide Free Trials and will have no liability to anyone for failing to offer a Free Trial or for terminating a Free Trial, with or without notice.

3.4. Use Restrictions.  Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize third parties to: (a) use the Rill Services for any illegal purpose or in violation of any local, state, national, or international law; (b) violate any right of a third party, including by infringing or misappropriating any third party intellectual property right; (c) rent, lease, or otherwise permit third parties to use the Rill Services or Documentation; (d) copy, distribute, relist, frame, or embed any part of the Rill Services on any third-party website or service; (e) use the Rill Services to provide services to third parties (e.g., as a service bureau); (f) use any web crawler, scraper, or other automated tool or process to access, monitor, analyze, or copy any part of the Rill Services or any data, information, or content available through the Rill Services; (g) use the Rill Services for any benchmarking activity or in connection with the development of any competitive product; (h) modify, translate, reverse engineer, decompile, disassemble, or otherwise derive the source code or the underlying ideas, algorithms, structure, or organization of the Rill Services (except to the extent that applicable law prevents the prohibition of such activities); (i) use or access the Rill Services in a manner that materially impacts or burdens Rill or Rill’s servers and other computer systems, or that interferes with Rill’s ability to make available any product or service to any third party; (j) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other account on the Rill Services without permission; or (k) circumvent or disable any security or other technological features or measures of the Rill Services.

3.5. Compliance with Laws.  Customer will use the Rill Services and Documentation in compliance with all applicable laws and regulations.

3.6. Protection against Unauthorized Use.  Customer will use reasonable efforts to prevent any unauthorized use of the Rill Services and Documentation and immediately notify Rill at support@rilldata.com of any unauthorized use that comes to Customer’s attention. If there is unauthorized use by anyone who obtained access to the Rill Services directly or indirectly through Customer, Customer will take all steps reasonably necessary to terminate the unauthorized use. Customer will cooperate and assist with any actions taken by Rill to prevent or terminate unauthorized use of the Rill Services or Documentation.

3.7. Third-Party Services
(a.) The Rill Services may provide tools that enable the import and export of information, including Customer Data, from and to third party services, including through features that link Customer’s account on the Rill Services with the third-party service. Customer agrees that Rill may transfer that information from and to the applicable third-party service in connection with providing the Rill Services to Customer. Customer will obtain and maintain all permissions or approvals as may be necessary or required to transfer such information to the Rill Services. Third party services are not under Rill’s control, and, to the fullest extent permitted by law, Rill is not responsible for any third-party service’s use of Customer’s exported information.
(b.) To the extent that the Rill Services includes or is accompanied by third-party software or other products that Rill provides to Customer or that is otherwise required to use properly the Rill Services (“Third Party Products”), the Third Party Products and their use by Customer are subject to all license and other terms that accompany such Third Party Products. Customer will abide by and comply with all such terms.

3.8. Additional Features.  Customer acknowledges that: (a) not all of the features or functionality of the Rill Services may be available at Customer’s subscription level regardless of whether such feature or functionality is described in the Documentation; (b) Rill may develop or make available additional features or functionality of the Rill Services at a later date; and (c) access to such features or functionality may require payment of additional fees.

3.9. Reservation of Rights; Ownership.  Customer will not have any rights to the Rill Services or Documentation except as expressly granted in these Terms. Rill reserves to itself all rights to the Rill Services and Documentation not expressly granted to Customer in accordance with these Terms. Rill owns all right, title, and interest, including all intellectual property rights, in and to the Rill Services, the Documentation, any other Rill product or services, and any improvements to the Rill Services, the Documentation, and any other Rill products or services, including any improvements made: (i) for or at the request of or in collaboration with Customer; or (ii) as a result of Rill’s use, processing, or generation of Customer Data.

3.10. Feedback.  If Customer provides any feedback to Rill concerning the functionality and performance of the Rill Services (including identifying potential errors and improvements), Customer hereby grants Rill an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such feedback in any manner and for any purpose, including to improve the Rill Services and create other products and services, without payment or restriction.


4. FEES AND PAYMENT

4.1. General Payment Terms. Certain features of the Rill Services may require Customer to pay fees.  Customer will have an opportunity to review and accept the fees that Customer will be charged prior to payment of any fees. All fees are in U.S. Dollars and are non-refundable.

4.2. Price. Rill reserves the right to determine pricing for the Rill Services. Rill will make reasonable efforts to keep pricing information published on the website up to date. Rill encourages Customer to check the Rill website periodically for current pricing information. Rill may change the fees for any feature of the Rill Services, including additional fees or charges, if Rill gives Customer advance notice of changes before they apply. Rill at its sole discretion, may make promotional offers with different features and different pricing to any of Rill’s customers. These promotional offers, unless made to Customer, will not apply to Customer or these Terms. Other than net income taxes imposed on Rill, Customer will bear all taxes, duties, and other governmental charges (collectively, “taxes”) resulting from these Terms.

4.3. Authorization. Customer authorizes Rill to charge all sums for the orders that Customer makes and any level of service Customer selects as described in these Terms or published by Rill, including all applicable taxes, to the payment method specified in Customer’s account or otherwise provided to Rill. If Customer pays any fees with a credit card, Rill may seek pre-authorization of Customer’s credit card account prior to Customer’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Customer’s purchase.

4.4. Subscription Service. The Rill Services may include automatically recurring payments for periodic charges (“Subscription Service”). If Customer activates a Subscription Service, Customer authorizes Rill to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or Customer’s account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when Customer first purchases a subscription to the Rill Services. For information on the “Subscription Fee”, please see the Rill website. Customer’s account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period. The subscription will continue unless and until Customer cancels the subscription or Rill terminates it. Customer must cancel any subscription before it renews in order to avoid billing of the next periodic Subscription Fee to Customer’s account. Rill will bill the periodic Subscription Fee to the payment method Customer provides to Rill. Customer may cancel the Subscription Service by contacting Rill at: support@rilldata.com.

4.5. Delinquent Accounts. Rill may suspend or terminate access to the Rill Services, including fee-based portions of the Rill Services, for any account for which any amount is due but unpaid. In addition to the amount due for the Rill Services, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.


5. TERM AND TERMINATION

5.1. Term.  These Terms are effective beginning when Customer accepts the Terms or first downloads, installs, access, or uses the Rill Services and will continue until terminated in accordance with these Terms.

5.2. Termination for Convenience.  Either party may terminate these Terms for any reason or for no reason by giving the other party written notice.

5.3. Termination for Material Breach.  Either party may terminate these Terms if the other party does not cure its material breach of these Terms within 30 days of receiving written notice of the material breach from the non-breaching party. Termination in accordance with this Section 5.3 will take effect when the breaching party receives written notice of termination from the non-breaching party, which notice must not be delivered until the breaching party has failed to cure its material breach during the 30-day cure period. If Customer fails to timely pay any fees, Rill may, without limitation to any of its other rights or remedies, suspend performance of the Rill Services until it receives all amounts due.

5.4. Effect of Termination.  Upon the expiration or termination of these Terms for any reason: (a) access to the Rill Services will automatically terminate; (b) all outstanding payment obligations of Customer become due and payable immediately; and (c) the following provisions will survive the expiration or termination of these Terms: Sections 3.9, 3.10, 5.4, 7, 8, 9, 10, and 11.


6. CUSTOMER DATA

6.1. Ownership.  Customer retains all right, title, and interest, including all intellectual property rights, in and to: (a) any data or information that Customer uploads or inputs into the Rill Services or otherwise makes available to Rill in connection with the Rill Services; and (b) data that is generated and made available to Customer by the Rill Services through use of the data described in part (a) above (collectively, “Customer Data”). Customer may download any Customer Data made available through the features and functionality of the Rill Services, but Rill otherwise has no obligation to provide to Customer a copy of any Customer Data stored on the Rill Services. Customer is solely responsible for maintaining and backing up Customer Data.

6.2. License Grant to Rill.  Customer hereby grants Rill a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, license to use, display, process, transmit, and store the Customer Data during the Term for the purpose of exercising Rill’s rights and performing its obligations under these Terms.

6.3. License Grant to Other Users. By providing Customer Data to or via the Rill Services to other users of the Rill Services (e.g., by authorizing a user to view Customer’s dashboard), Customer grants those users a non-exclusive license to access and use that Customer Data as permitted by these Terms and the functionality of the Rill Services.

6.4. Representations and warranties.  Customer represents and warrants that: (a) Customer has and will maintain all rights necessary to grant Rill the licenses set forth in these Terms and to enable Rill to exercise its rights under these Terms; (b) Customer’s collection and use of any Customer Data in connection with the Rill Services complies with all applicable privacy and data protection laws, rules, and regulations (collectively, “Privacy Laws”); and (c) the Customer Data, and the use of the Customer Data as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) cause Rill to violate any Privacy Laws or any other law or regulation.

6.5. Information Security.  Rill will implement commercially reasonable organizational and technical measures that are designed to prevent unauthorized or unlawful access, use or disclosure of Customer Data.


7. MODIFICATION OF THESE TERMS

Rill reserves the right to change these Terms on a going-forward basis at any time upon 7 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies Customer’s rights or obligations, Rill may require that Customer accepts the modified Terms in order to continue to use the Rill Services. Material modifications are effective upon Customer’s acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 7, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.


8. DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RILL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. RILL EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.  RILL DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE RILL SERVICES. RILL DOES NOT WARRANT THAT THE RILL SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE RILL SERVICES WILL BE SECURE OR UNINTERRUPTED. RILL DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE RILL SERVICES IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE RILL SERVICES WILL ALWAYS BE AVAILABLE. RILL EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF CUSTOMER’S USE OF THE RILL SERVICES.


9. CUSTOMER INDEMNIFICATION

9.1 Defense.  Customer will defend Rill from any actual or threatened third party claim, proceeding, or suit (“Claim”) arising out of or based upon Customer’s use of the Rill Services or Customer's breach of any of the provisions of these Terms. Rill will:  give Customer prompt written notice of the Claim;  grant Customer full and complete control over the defense and settlement of the Claim;  provide assistance in connection with the defense and settlement of the Claim as Customer may reasonably request; and  comply with any settlement or court order made in connection with the Claim. Rill will not defend or settle any Claim without Customer’s prior written consent. Rill will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Customer will have sole control over the defense and settlement of the Claim.

9.2 Indemnification.  Customer will indemnify Rill from and pay:  all damages, costs, and attorneys’ fees finally awarded against Rill in any Claim under Section 9.1;  all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Rill in connection with the defense of a Claim under Section 9.1 (other than attorneys’ fees and costs incurred without Customer’s consent after Customer has accepted defense of the Claim); and,  all amounts that Customer agrees to pay to any third party to settle any Claim under Section 9.1.


10. LIMITATIONS OF LIABILITY

10.1 Disclaimer of Indirect Damages.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, RILL WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE RILL SERVICES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF RILL WAS ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

10.2 Cap on Liability.  UNDER NO CIRCUMSTANCES WILL RILL’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS OR THE RILL SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT PAID BY CUSTOMER TO RILL DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION); OR (b) $100.

10.3 Independent Allocations of Risk.  EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY RILL TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.


11. GENERAL

11.1. Relationship.  Rill will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of these Terms.

11.2. Assignability.  Neither these Terms nor any rights under these Terms may be assigned or otherwise transferred by Customer, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Rill. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.

11.3. Subcontractors.  Rill may utilize a subcontractor or other third party to perform its duties under these Terms so long as Rill remains responsible for all of its obligations under these Terms.

11.4. Consent to Electronic Communications.  By using the Rill Services, Customer consents to receiving certain electronic communications from Rill. Customer agrees that any notices, agreements, disclosures, or other communications that Rill sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.

11.5. Force Majeure.  Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.

11.6. Governing Law.  These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in San Francisco County, California for resolution of any lawsuit or court proceeding permitted under these Terms.

11.7. Arbitration. Any controversy or claim arising out of or relating to these Terms, or any breach of these Terms, will be determined by binding arbitration administered by, and in accordance with the rules of, the American Arbitration Association. Any arbitration will be conducted by three arbitrators (with one arbitrator chosen by each of the parties and the third appointed by the other two arbitrators) in San Francisco County, California and will be conducted (and the award rendered) in English. The award rendered by the arbitrators will be final and binding on the parties, and the arbitral judgment may be entered in any court of competent jurisdiction. Nothing in this Section 11.7 prevents either party from applying to a court of competent jurisdiction for equitable or injunctive relief.

11.8. Waiver.  The waiver by either party of any breach of any provision of these Terms does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

11.9. Severability.  If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the use of the Rill Services under these Terms is found to be illegal, unenforceable, or invalid, Customer’s right to use the Rill Services will immediately terminate.

11.10. Privacy Policy. Please read the Rill Privacy Policy carefully for information relating to our collection, use, storage, disclosure of personal information. The Rill Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

11.11. Entire Agreement.  These Terms, together with the Rill Privacy Policy and any other agreement expressly incorporated by reference into these Terms, are the complete expression of the agreement between these parties regarding Customer’s use of the Rill Services. These Terms supersede, and these Terms govern, all previous oral and written communications regarding these matters, all of which are merged into these Terms, except that these Terms do not affect the validity of any agreements between the parties relating to professional services relating to the Rill Services that Rill may provide.