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Software License Agreement

Last updated: April 19, 2026

English Español

RIVALYTIC SOFTWARE LICENSE AGREEMENT

Effective Date: April 19, 2026 Last Updated: April 19, 2026 Version: 2.0

PLEASE READ THESE SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING RIVALYTIC. BY CREATING AN ACCOUNT, ACCESSING, OR USING THE RIVALYTIC PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE SOFTWARE LICENSE AGREEMENT AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.

THESE TERMS CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND PROVISIONS THAT GOVERN HOW DISPUTES WILL BE RESOLVED.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.

TABLE OF CONTENTS

  1. Definitions and Interpretation
  2. Description of Service
  3. Eligibility and Account Registration
  4. Age Requirements and Parental Consent
  5. License Grant and Restrictions
  6. Subscription Plans and Service Tiers
  7. Pricing and Currency
  8. Payment Terms and Billing
  9. Automatic Renewal of Subscriptions
  10. Cancellation of Subscription
  11. Refund Policy
  12. Free Plan and Feature Limitations
  13. API Keys and Authentication Tokens
  14. Acceptable Use Policy
  15. Commercial and Agency Use
  16. Intellectual Property Rights
  17. User-Generated Content and Data
  18. Third-Party Services and Integrations
  19. Data Protection and Privacy
  20. Security Measures
  21. Service Availability and Maintenance
  22. Platform Updates and Modifications
  23. Technical Support
  24. Disclaimer of Warranties
  25. Limitation of Liability
  26. Indemnification
  27. Suspension and Termination
  28. Effects of Termination
  29. Modifications to Software License Agreement
  30. Governing Law
  31. Jurisdiction and Venue
  32. Dispute Resolution
  33. European Union Consumer Rights
  34. Force Majeure
  35. Assignment
  36. Waiver
  37. Severability
  38. Entire Agreement
  39. Language
  40. Contact Information

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of this Software License Agreement, the following definitions shall apply:

"Account" means the unique user account created upon registration that allows access to the Service, including all associated credentials, settings, preferences, and data linked to that account.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

"Agreement" or "Terms" means this Software License Agreement, including any amendments, supplements, or modifications made in accordance with the provisions herein.

"API" (Application Programming Interface) means the programmatic interfaces, protocols, and tools provided by Rivalytic that enable communication between the Platform and external systems or applications.

"API Key" means a unique alphanumeric code issued to a User that authenticates and authorizes access to the Service's API endpoints.

"Billing Cycle" means the recurring period during which subscription fees are charged, either monthly (approximately thirty days) or annually (approximately three hundred sixty-five days).

"Billing Date" means the specific calendar day on which subscription charges are processed, corresponding to the day of initial subscription activation.

"Business Day" means any day other than a Saturday, Sunday, or public holiday in Madrid, Spain.

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

"Content" means any and all data, text, graphics, images, photographs, videos, audio files, analytics, reports, statistics, insights, recommendations, scripts, and any other materials displayed, generated, transmitted, or made available through or in connection with the Service.

"Creator" means any individual, entity, or social media account whose publicly available content, metrics, statistics, or performance data is tracked, monitored, analyzed, or displayed through the Service.

"Customer Data" means all data, information, and materials provided or submitted by Users to the Service, including but not limited to account information, preferences, configurations, tracked creators, and usage patterns.

"Documentation" means the user guides, help files, tutorials, FAQs, and other instructional materials provided by Rivalytic in connection with the Service.

"Effective Date" means the date on which these Terms become binding upon the User, which is the earlier of: (a) the date of account creation; or (b) the date of first access to the Service.

"End User" means any individual who accesses or uses the Service through a User's Account.

"Fees" means the economic consideration and royalties payable by the User in exchange for the License to use and exploit the Software work, as well as any other amounts associated with the subscription tier chosen.

"Force Majeure Event" has the meaning set forth in Section 34.

"Free Plan" means the no-cost subscription tier that provides limited access to basic features of the Service, as described in Section 12.

"GDPR" means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade names, domain names, moral rights, rights in designs, database rights, rights in know-how, and all other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the foregoing, anywhere in the world.

"License" means the grant of exploitation rights over the proprietary software work (the "Software") owned by the Author, conceded to Users on a limited, non-exclusive, non-transferable, non-sublicensable, revocable basis, to access and use the Platform in accordance with these Terms. The subscription fees paid by the User constitute the consideration for the exercise of such intellectual property exploitation rights. This License does not imply any transfer of ownership over the Software or any of its components.

"Malicious Code" means any software, code, file, script, or program intended to do harm, including viruses, worms, time bombs, Trojan horses, ransomware, spyware, adware, or any other harmful or malicious code.

"OAuth2" means the industry-standard protocol for authorization that enables third-party applications to obtain limited access to user accounts on HTTP services.

"Payment Method" means a valid credit card, debit card, or other payment instrument accepted by our payment processor for the payment of Fees.

"Payment Processor" or "Merchant of Record" means Paddle.com Market Limited ("Paddle"), the authorized reseller of licenses to use the Software, which acts as Merchant of Record for all subscription transactions. As Merchant of Record, Paddle assumes responsibility for payment processing, tax collection and remittance, and applicable regulatory compliance on behalf of the Author. This arrangement expressly separates the Author from direct retail commercial activity with End Users.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws including the GDPR.

"Platform" means the Rivalytic web-based platform accessible through compatible web browsers at rivalytic.com, including all associated features, functionality, tools, APIs, content, and services provided by Rivalytic.

"Privacy Policy" means Rivalytic's privacy policy, which governs the collection, use, storage, and disclosure of Personal Data.

"Pro Plan" means the premium paid subscription comprising three license editions — FOUNDER PRO, GROWTH PRO, and RIVAL PRO — each providing full access to all features of the Service as described in Section 6. The edition name reflects the pricing tier locked in at the moment of the RIVAL's subscription. All three editions are trade names identifying the different editions of the Rivalytic intellectual work and are the exclusive property of the Author.

"Prohibited Content" means any content that violates these Terms, applicable laws, or third-party rights, including but not limited to content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.

"Renewal Date" means the date on which a subscription automatically renews for a subsequent Billing Cycle.

"RIVAL" means any User who holds an active License to use the Software platform. All references to "User" in this Agreement shall be understood as "RIVAL" where applicable.

"Rivalytic," "we," "us," or "our" means the proprietary intellectual work and the software platform, including its Author and sole owner of the intellectual property rights.

"Service" means the licensed access to Rivalytic, a proprietary software work (intellectual work) owned by the Author and distributed under the Software as a Service (SaaS) modality. The Service constitutes the exploitation of an intellectual work through a license of use, and does not represent the provision of professional services of any kind. All access to the Platform is granted exclusively under the terms of this License Agreement.

"Service Level" means the performance standards and availability commitments for the Service, if any, as specified in these Terms or in a separate service level agreement.

"Subscription" means a User's enrollment in a paid or free subscription plan that grants access to the Service for a specified period.

"Subscription Period" means the duration for which a Subscription is active, commencing on the date of subscription activation and ending upon cancellation, termination, or expiration.

"Taxes" means all applicable sales, use, value-added (VAT), goods and services (GST), withholding, and other taxes, duties, tariffs, and governmental charges.

"Third-Party Services" means websites, platforms, applications, services, products, or content provided by third parties that may be accessed through, integrated with, or linked from the Service.

"Update" means any modification, enhancement, bug fix, patch, upgrade, or new version of the Platform released by Rivalytic.

"User," "you," or "your" means any individual or entity that creates an account on, accesses, or uses the Service, including any End Users accessing the Service through a User's Account.

"User Content" means any content, data, or materials created, uploaded, submitted, posted, or transmitted by Users through the Service.

"Third-Party Platform" means any social media platform, content sharing service, or online platform from which the Service retrieves publicly available data, including but not limited to video-sharing platforms, social networks, and content distribution services.

"Platform Data" means publicly available data, metrics, statistics, and information from Third-Party Platforms that is accessed, displayed, or analyzed through the Service.

1.2 Interpretation

In these Terms:

(a) The singular includes the plural and vice versa.

(b) A reference to a statute, regulation, or other law includes all amendments, consolidations, or replacements.

(c) A reference to a Section is to a section of these Terms unless otherwise specified.

(d) Headings are for convenience only and do not affect interpretation.

(e) The words "include," "includes," and "including" are deemed to be followed by the phrase "without limitation."

(f) The word "or" is not exclusive unless expressly stated otherwise.

(g) References to "days" mean calendar days unless otherwise specified.

(h) References to currency are to United States Dollars (USD) unless otherwise specified.

2. DESCRIPTION OF SERVICE

2.1 Overview

Rivalytic is a proprietary software work (intellectual work) distributed under the Software as a Service (SaaS) modality, designed for content creators, digital marketers, and media professionals. All intellectual property rights in the software, its source code, algorithms, interfaces, and associated documentation belong exclusively to the Author. Access to the Platform is granted exclusively through the License described in Section 5, and does not constitute the provision of professional, consulting, or any other type of services. The subscription fees paid by the User represent the economic consideration for the exercise of the intellectual property exploitation rights granted herein, and constitute income derived from the licensing of an intellectual work.

2.2 Core Functionality

The Service provides the following core features and capabilities:

(a) Competitive Analysis and Tracking

(b) Analytics and Insights

(c) Content Intelligence

(d) AI-Powered Script Generation (Pro Plan)

(e) Creator Management

2.3 Platform Availability

The Service is available as a web-based platform accessible through compatible web browsers. Rivalytic does not currently offer a native mobile application or browser extension. The Platform is designed to work with modern web browsers including Google Chrome, Mozilla Firefox, Microsoft Edge, and Safari.

2.4 Data Sources

The Service retrieves and displays publicly available data from supported Third-Party Platforms. This includes:

The Service does not access, store, or process private platform data, private user account information, or data requiring platform API authentication beyond public access levels.

2.5 Service Limitations

Users acknowledge and understand that:

(a) The accuracy of data displayed depends on the availability and accuracy of third-party data sources.

(b) Data may be subject to delays between updates on Third-Party Platforms and reflection within the Service.

(c) Third-Party Platforms may modify their platforms, policies, or data availability, which could affect Service functionality.

(d) AI-generated content (such as scripts) requires human review and editing before use.

(e) Analytics and recommendations are for informational purposes only and do not guarantee specific results.

(f) The Service is not endorsed by, affiliated with, or sponsored by any Third-Party Platform.

2.6 Technical Requirements and Internet Connectivity

INTERNET CONNECTION REQUIRED

The Service requires a stable internet connection to function. You acknowledge and understand that:

(a) The Platform is a cloud-based service that retrieves and displays data from Rivalytic servers and Third-Party Platforms.

(b) Without an active internet connection, the Platform cannot be accessed or used.

(c) The quality and speed of your internet connection may affect the performance and responsiveness of the Service.

(d) Rivalytic is not responsible for any inability to use the Service due to lack of internet connectivity on your end.

(e) Data usage and any associated costs from your internet service provider are your sole responsibility.

MINIMUM TECHNICAL REQUIREMENTS

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility Requirements

To be eligible to use the Service, you must:

(a) Be at least sixteen (16) years of age, or the age of legal majority in your jurisdiction, whichever is greater, unless you have obtained parental or guardian consent as described in Section 4.

(b) Have the legal capacity to enter into a binding contract.

(c) Not be prohibited from using the Service under applicable laws.

(d) Not have been previously banned or removed from the Service for violation of these Terms.

(e) Provide accurate, current, and complete registration information.

3.2 Account Creation

To access certain features of the Service, you must create an Account by:

(a) Authenticating through a supported OAuth2 provider (such as Google).

(b) Providing any additional required information as prompted during registration.

(c) Agreeing to this Software License Agreement and our Privacy Policy.

3.3 Account Information Accuracy

You represent and warrant that:

(a) All registration information you provide is true, accurate, current, and complete.

(b) You will maintain and promptly update your Account information to keep it accurate and current.

(c) You will not provide false, misleading, or fraudulent information.

(d) You will not create an Account using a false identity or on behalf of someone other than yourself without proper authorization.

3.4 Account Security

You are solely responsible for:

(a) Maintaining the confidentiality and security of your Account credentials, including passwords and authentication tokens.

(b) Restricting access to your Account and the devices used to access the Service.

(c) All activities that occur under your Account, whether or not authorized by you.

(d) Immediately notifying us at [email protected] if you become aware of any unauthorized access to or use of your Account.

3.5 Single User Accounts

Unless you have purchased a multi-user or enterprise subscription:

(a) Each Account is for a single individual user only.

(b) Account credentials may not be shared with, or used by, more than one individual.

(c) You may not create multiple Accounts for the purpose of circumventing subscription limits or restrictions.

3.6 Account Verification

We reserve the right to verify your Account information and eligibility at any time. We may suspend or terminate Accounts that contain false, inaccurate, or fraudulent information.

4.1 Minimum Age Requirement

The Service is intended for users who are at least sixteen (16) years of age. By using the Service, you represent and warrant that you meet this minimum age requirement.

4.2 Users Between 16 and 18 Years of Age

If you are between sixteen (16) and eighteen (18) years of age (or the age of legal majority in your jurisdiction, if different):

(a) Parental or Guardian Consent Required

You represent and warrant that:

(b) Parental Authorization for Payments

Any purchases, subscriptions, or payments made through or in connection with the Service must be:

(c) Parental Supervision

Your parent or legal guardian agrees to:

4.3 Parental and Guardian Responsibilities

Parents and legal guardians who allow minors between sixteen (16) and eighteen (18) years of age to use the Service assume full responsibility for:

(a) Determining whether the Service and its content are appropriate for the minor.

(b) Monitoring and supervising the minor's use of the Service.

(c) All payment obligations and financial transactions incurred by the minor.

(d) The minor's compliance with these Terms.

(e) Any consequences arising from the minor's use of the Service.

4.4 No Service for Children Under 16

The Service is not intended for and may not be used by children under sixteen (16) years of age. We do not knowingly collect Personal Data from children under 16. If we become aware that a child under 16 has provided us with Personal Data, we will take steps to delete such information.

4.5 Reporting Underage Users

If you believe that a user is under the minimum age requirement and is using the Service without proper authorization, please contact us at [email protected].

5. LICENSE GRANT AND RESTRICTIONS

5.1 License Grant

Subject to your compliance with these Terms, Rivalytic grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

(a) Access and use the Platform through compatible web browsers.

(b) Access and use the Service for your personal or internal business purposes.

(c) Use the Documentation in connection with your authorized use of the Service.

This license is granted strictly as a modality of exploitation of the Author's intellectual property rights over the Software, in accordance with applicable Intellectual Property legislation, including but not limited to Real Decreto Legislativo 1/1996 (Spanish Intellectual Property Act) and the Berne Convention. The amounts paid by RIVALs under this Agreement constitute royalties (cánones) — the economic consideration for the right to exploit the Author's intellectual work — and are legally classified as income derived from intellectual property licensing, not remuneration for the provision of professional services of any kind. The license edition (FOUNDER PRO, GROWTH PRO, or RIVAL PRO) determines the applicable royalty rate, which is locked in at the time of subscription.

5.2 License Restrictions

You shall not, and shall not permit any third party to:

(a) Copying and Distribution

(b) Modification and Derivative Works

(c) Reverse Engineering

(d) Unauthorized Access

(e) Commercial Exploitation

(f) Illegal Activities

5.3 Reservation of Rights

Except for the limited license expressly granted herein, Rivalytic and its licensors reserve all right, title, and interest in and to the Service, including all Intellectual Property Rights therein. No rights are granted by implication, estoppel, or otherwise.

5.4 Third-Party Components

The Platform may include third-party open-source software components, which are licensed to you under the applicable open-source licenses. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms of any applicable open-source license.

5.5 Usage Data and Analytics

Rivalytic may collect and analyze aggregated, anonymized usage data regarding your use of the Service for purposes of improving the Service, developing new features, and generating statistical analyses. Such aggregated data will not identify you personally.

6. SUBSCRIPTION PLANS AND SERVICE TIERS

6.1 Available Subscription Plans

Rivalytic offers the following subscription plans:

6.1.1 Free Plan

The Free Plan provides limited access to basic features at no cost, subject to the following restrictions:

The Free Plan is intended for evaluation purposes and provides a subset of Service functionality.

6.1.2 Pro Plan — License Editions

The Pro Plan provides full access to all Service features for a recurring subscription fee. The Pro Plan comprises three license editions — FOUNDER PRO, GROWTH PRO, and RIVAL PRO — which represent different pricing tiers locked in at the time of subscription. All three editions grant the same features and access rights; the edition name reflects the pricing tier available at the moment of the RIVAL's subscription. These edition designations are trade names that identify the different pricing tiers of the Rivalytic intellectual work and are the exclusive property of the Author.

6.1.3 Future Plans

Additional subscription tiers (such as Business or Enterprise plans) may be introduced in the future. Such plans will be subject to separate terms and pricing as specified at the time of introduction.

6.2 Plan Features and Limits

Detailed features, limits, and specifications for each plan are available on our website at rivalytic.com. Feature availability and limits are subject to change; any material changes affecting paid subscribers will be communicated in advance.

6.3 Additional Creators

Pro Plan subscribers may purchase the ability to track additional creators beyond the base allocation included in their subscription. Additional creator slots:

(a) Are charged as add-ons to the base subscription fee.

(b) Are billed at the current rate at the time of purchase.

(c) Remain active for the duration of the subscription.

(d) Are prorated when added mid-billing cycle.

6.4 Plan Changes

(a) Upgrades

You may upgrade from the Free Plan to the Pro Plan at any time. Upon upgrade:

(b) Downgrades

You may downgrade from the Pro Plan to the Free Plan by canceling your subscription:

6.5 Grandfathering

Existing subscribers may be eligible for grandfathered pricing if subscription prices increase after their initial subscription date, subject to the following conditions:

(a) Grandfathered pricing applies only to continuous, uninterrupted subscriptions.

(b) Cancellation and resubscription will result in loss of grandfathered pricing.

(c) Rivalytic reserves the right to modify or discontinue grandfathering policies at any time.

7. PRICING AND CURRENCY

7.1 Pricing

Current subscription prices are displayed on our website at rivalytic.com. Prices are subject to change; however, price changes will not affect existing subscriptions until the next renewal period following adequate notice.

7.2 Currency

All prices are quoted and charged in United States Dollars (USD). We do not offer pricing in alternative currencies. Currency conversion fees, if any, imposed by your payment provider are your sole responsibility.

7.3 Price Changes

We reserve the right to modify subscription prices at any time. For existing subscribers:

(a) We will provide at least thirty (30) days' advance notice before any price increase takes effect.

(b) Notice will be sent to your registered email address and/or displayed within the Platform.

(c) Your continued subscription after the price change takes effect constitutes acceptance of the new pricing.

(d) If you do not agree to the new pricing, you may cancel your subscription before the Renewal Date.

7.4 Promotional Pricing

From time to time, we may offer promotional pricing, discounts, or special offers. Such promotions:

(a) Are subject to their own terms and conditions as specified at the time of offer.

(b) May be limited in duration, quantity, or eligibility.

(c) May not be combined with other offers unless expressly stated.

(d) May not be applied retroactively to existing subscriptions.

8. PAYMENT TERMS AND BILLING

8.1 Payment Authorization

By subscribing to a paid plan, you authorize Paddle.com Market Limited ("Paddle"), acting as Merchant of Record and authorized reseller of licenses to use the Software, to charge your designated Payment Method for:

(a) The applicable subscription fees at the beginning of each Billing Cycle.

(b) Any additional fees for add-on services or features you purchase.

(c) Applicable Taxes, if any.

8.2 Payment Processor and Merchant of Record

All payment transactions are processed by Paddle.com Market Limited ("Paddle"), who acts as the Merchant of Record and sole authorized reseller of licenses to use the Rivalytic Software. As Merchant of Record, Paddle — not the Author — is the seller of record for all subscription transactions, and assumes full legal responsibility for payment processing, invoice issuance, tax collection and remittance (including VAT/GST), and applicable consumer regulatory compliance. This arrangement expressly separates the Author from any direct retail commercial activity with End Users: the Author's income derived from this Agreement constitutes royalties for the licensing of an intellectual work, not revenue from direct service provision. By making a payment, you acknowledge that you are acquiring a license to use the Software through Paddle as authorized reseller, and you agree to Paddle's terms and policies, available at:

8.3 Accepted Payment Methods

We accept the following payment methods:

(a) Major credit cards (Visa, Mastercard, American Express, Discover).

(b) Debit cards with credit card network logos.

(c) Other payment methods as supported by Paddle in your region.

You must provide a valid Payment Method to subscribe to a paid plan.

8.4 Payment Method Validity

You represent and warrant that:

(a) You are authorized to use the Payment Method you provide.

(b) The Payment Method information you provide is accurate and complete.

(c) You will promptly update your Payment Method information if it changes.

8.5 Billing Date and Cycle

(a) Monthly Subscriptions

For monthly subscriptions, you will be billed on the same calendar day each month as your initial subscription date (or the closest available day if that date does not exist in a given month).

(b) Annual Subscriptions

For annual subscriptions, you will be billed on the same calendar date each year as your initial subscription date.

8.6 Failed Payments

If a payment fails for any reason:

(a) We will notify you of the failed payment via email.

(b) We may attempt to process the payment again over the following days.

(c) Your access to paid features may be suspended if payment is not successfully processed within a reasonable grace period.

(d) If payment continues to fail, your subscription may be terminated and your Account downgraded to the Free Plan.

(e) You remain responsible for any uncollected amounts.

8.7 Payment Disputes

If you believe there is an error with a payment charge:

(a) Contact us at [email protected] within fourteen (14) days of the charge.

(b) Provide detailed information about the disputed charge.

(c) We will investigate and respond within ten (10) Business Days.

We encourage you to contact us before initiating a chargeback or dispute with your payment provider.

8.8 Taxes

(a) Tax Calculation

Subscription fees may be subject to applicable Taxes depending on your location. Applicable Taxes will be calculated and displayed at checkout.

(b) Tax Responsibility

You are responsible for all Taxes associated with your subscription, except for taxes based on Rivalytic's net income.

(c) Tax-Exempt Status

If you are tax-exempt, you must provide valid tax exemption documentation before purchase. We will not refund Taxes already charged.

8.9 Invoices and Receipts

Invoices and payment receipts will be provided via email after each successful payment. You may also access billing history within your Account settings on the Platform.

9. AUTOMATIC RENEWAL OF SUBSCRIPTIONS

9.1 Automatic Renewal

ALL PAID SUBSCRIPTIONS ARE SET TO AUTOMATICALLY RENEW.

By subscribing to a paid plan, you expressly acknowledge, understand, and agree that:

(a) Your subscription will automatically renew at the end of each Billing Cycle (monthly or annually, as applicable) for successive periods of the same duration.

(b) Your Payment Method will be automatically charged the then-current subscription fee (plus applicable Taxes) on each Renewal Date.

(c) Automatic renewal will continue until you cancel your subscription in accordance with Section 10.

(d) You are responsible for managing your subscription and canceling before the Renewal Date if you do not wish to continue.

9.2 Renewal Pricing

Upon automatic renewal:

(a) You will be charged the subscription fee in effect at the time of renewal.

(b) If prices have increased and you were notified in accordance with Section 7.3, the new pricing will apply upon renewal.

(c) Any promotional or discounted pricing from your initial subscription may not apply to renewals unless expressly stated.

9.3 Renewal Reminders

We may send reminder notifications before each Renewal Date to inform you of upcoming charges. However:

(a) It is your sole responsibility to track your subscription status and Renewal Date.

(b) Failure to receive or read a renewal reminder does not entitle you to a refund or cancellation after renewal.

9.4 Payment Method Updates

If your Payment Method expires or is otherwise invalid at the time of renewal, we may:

(a) Attempt to charge an updated Payment Method if your payment provider provides updated card information.

(b) Retry the payment with existing Payment Method information.

(c) Request that you update your Payment Method.

(d) Suspend or terminate your subscription if payment cannot be processed.

10. CANCELLATION OF SUBSCRIPTION

10.1 How to Cancel

You may cancel your subscription at any time through any of the following methods:

(a) In-Platform Cancellation

Navigate to subscription settings within the Rivalytic platform and follow the cancellation prompts.

(b) Email Request

Send a cancellation request to [email protected] from your registered email address. Include your account email and a clear statement of your intent to cancel.

10.2 Cancellation Effective Date

When you cancel your subscription:

(a) Cancellation will take effect at the end of your current Billing Cycle.

(b) You will retain access to all paid features and functionality until the end of the period you have already paid for.

(c) No additional charges will be made to your Payment Method after the current Billing Cycle ends.

10.3 Post-Cancellation Access

After your paid subscription period ends:

(a) Your Account will automatically revert to the Free Plan.

(b) You will retain access to Free Plan features only.

(c) Access to Pro Plan features, tracked creators beyond Free Plan limits, and premium functionality will be discontinued.

(d) Your Account and basic data will be retained in accordance with our data retention policies.

10.4 No Partial Refunds for Cancellation

If you cancel your subscription before the end of your current Billing Cycle:

(a) You will not receive a refund or credit for the unused portion of the Billing Cycle.

(b) You are entitled to continued access until the end of the paid period.

(c) Early cancellation does not accelerate the termination of access.

10.5 No Pause Option

We do not currently offer the ability to pause or suspend subscriptions temporarily. If you need to discontinue use temporarily:

(a) You must cancel your subscription.

(b) You may resubscribe when you are ready to resume use.

(c) Resubscription will be subject to then-current pricing and terms.

10.6 Cancellation Confirmation

Upon successful cancellation:

(a) You will receive a confirmation email to your registered email address.

(b) The cancellation and subscription end date will be reflected in your Account settings.

(c) If you do not receive confirmation within two (2) Business Days, contact [email protected].

11. REFUND POLICY

11.1 General Policy — No Refunds

ALL SALES ARE FINAL. RIVALYTIC DOES NOT OFFER REFUNDS EXCEPT IN THE LIMITED CIRCUMSTANCES EXPRESSLY DESCRIBED IN SECTION 11.2.

You expressly acknowledge and agree that you will NOT receive a refund for any of the following:

(a) Subscription fees already paid, regardless of actual usage of the Service.

(b) Partial months, years, or unused portions of any Billing Cycle.

(c) Downgrade from a paid plan to the Free Plan or a lower-tier plan.

(d) Cancellation of subscription at any point during a Billing Cycle.

(e) Dissatisfaction with the Service, its features, performance, or results.

(f) Failure to use the Service or access Service features.

(g) Failure to cancel before an automatic renewal charge.

(h) Changes to Service features, functionality, or availability.

(i) Technical issues on your end (hardware, software, internet connectivity).

(j) Suspension or termination of your Account due to your breach of these Terms.

(k) Any reason not explicitly covered in Section 11.2.

11.2 Limited Exceptions — When Refunds May Be Considered

Refunds will be considered ONLY in the following limited, exceptional circumstances:

(a) Duplicate Charges

If you were charged multiple times for the same subscription period or purchase due to a technical error or payment processing malfunction.

(b) Incorrect Charge Amount

If you were charged an amount different from the displayed price due to a system error attributable to Rivalytic (not including Taxes, currency conversion, or payment provider fees).

(c) Unauthorized Transactions

If a charge was made to your Payment Method without your authorization, provided that:

11.3 Refund Request Procedure

To request a refund under the exceptions listed in Section 11.2:

(a) Submit Request

Send an email to [email protected] with the subject line "Refund Request" within fourteen (14) days of the charge in question.

(b) Required Information

Include the following in your request:

(c) Investigation

We will investigate your refund request and may request additional information. We will respond to your request within ten (10) Business Days.

(d) Determination

Refund determinations are made at our sole discretion based on verification of the claimed circumstances. Our decision is final.

(e) Refund Processing

If approved, refunds will be processed to the original Payment Method within five to ten (5-10) Business Days. Actual receipt of funds may take longer depending on your financial institution.

11.4 Chargebacks and Payment Disputes

(a) Contact Us First

We strongly encourage you to contact us at [email protected] to resolve any billing issues before initiating a chargeback or dispute with your bank or credit card company.

(b) Consequences of Chargebacks

If you initiate a chargeback or payment dispute without first attempting to resolve the issue with us:

11.5 No Obligation for Good-Faith Refunds

While we may, in our sole discretion, issue refunds or credits in situations not covered by Section 11.2 as a gesture of good faith, such actions:

(a) Do not create any obligation to provide similar refunds in the future.

(b) Do not modify or waive any provisions of this Refund Policy.

(c) Are made on a case-by-case basis and are not precedential.

12. FREE PLAN AND FEATURE LIMITATIONS

12.1 Free Plan Availability

The Free Plan is offered at no charge to allow users to experience basic Service functionality before committing to a paid subscription.

12.2 Free Plan Limitations

The Free Plan includes the following limitations:

(a) No Creator Tracking: Inability to add or track creators.

(b) Limited Features: Access restricted to basic dashboard and demonstration features.

(c) No AI Features: No access to AI-powered script generation or recommendations.

(d) No API Access: No API keys or programmatic access.

(e) Community Support Only: No access to priority email support.

(f) Limited Data Retention: Reduced historical data retention periods.

12.3 Free Plan Modifications

We reserve the right to modify, limit, or discontinue the Free Plan at any time without notice. Free Plan users do not have any guarantee of continued access to any specific features or functionality.

12.4 Upgrade Encouragement

Free Plan users may encounter prompts encouraging upgrade to a paid plan. These prompts are informational and do not constitute an obligation to upgrade.

13. API KEYS AND AUTHENTICATION TOKENS

13.1 API Key Issuance

Pro Plan subscribers may receive API keys that enable programmatic access to certain Service features and data.

13.2 API Key Security

You are solely responsible for:

(a) Maintaining the confidentiality and security of your API keys.

(b) All activities that occur using your API keys, whether authorized by you or not.

(c) Immediately regenerating or revoking API keys if you suspect unauthorized access.

(d) Not sharing API keys with unauthorized individuals or entities.

(e) Treating API keys as confidential credentials equivalent to passwords.

13.3 API Key Usage

API keys must be used in accordance with:

(a) These Software License Agreement.

(b) Any applicable API documentation and usage guidelines.

(c) Rate limits and usage quotas associated with your subscription plan.

13.4 API Key Revocation

We reserve the right to revoke or invalidate API keys at any time if:

(a) We detect unauthorized or suspicious usage.

(b) Your Account is suspended or terminated.

(c) You violate these Terms or API usage policies.

(d) Security concerns require key rotation.

14. ACCEPTABLE USE POLICY

14.1 General Conduct

You agree to use the Service only for lawful purposes and in accordance with these Terms. You are responsible for all activities conducted through your Account.

14.2 Prohibited Activities

You shall not, and shall not permit any third party to:

(a) Illegal Activities

(b) Harmful Activities

(c) Unauthorized Access

(d) Abuse and Harassment

(e) Intellectual Property Violations

(f) Data Abuse

(g) Account Abuse

(h) Service Manipulation

14.3 Reporting Violations

If you become aware of any violation of this Acceptable Use Policy, please report it immediately to [email protected].

14.4 Consequences of Violations

Violations of this Acceptable Use Policy may result in:

(a) Warning or notification.

(b) Temporary suspension of Account access.

(c) Permanent termination of Account without refund.

(d) Legal action and pursuit of available remedies.

15. COMMERCIAL AND AGENCY USE

15.1 Permitted Commercial Use

You may use the Service for commercial purposes, including as part of your business operations, subject to the terms and limitations of your subscription plan.

15.2 Agency Use

If you are an agency, consultancy, or similar entity using the Service on behalf of clients:

(a) Separate Subscriptions Required

Each client account or distinct client engagement requires its own separate Rivalytic subscription. You may not use a single Account or subscription to serve multiple clients.

(b) Account Ownership

The Account and subscription must be held either by:

(c) Data Separation

You must maintain appropriate separation of client data and may not commingle data from multiple clients within a single Account.

(d) Client Consent

If you are accessing or analyzing data on behalf of a client, you represent that you have obtained all necessary authorizations and consents from such client.

15.3 Resale Prohibition

You may not:

(a) Resell, sublicense, or redistribute the Service to third parties.

(b) White-label or rebrand the Service as your own product.

(c) Represent yourself as a representative or agent of Rivalytic.

15.4 Enterprise Agreements

Organizations requiring multi-user access, custom terms, or volume pricing may contact us at [email protected] to discuss enterprise arrangements.

16. INTELLECTUAL PROPERTY RIGHTS

16.1 Rivalytic's Intellectual Property

Rivalytic and its licensors own all right, title, and interest in and to:

(a) The Service, including all software, code, algorithms, databases, and underlying technology.

(b) The visual design, user interface, and user experience of the Service.

(c) All Content provided by Rivalytic, including text, graphics, logos, icons, images, and documentation.

(d) The Rivalytic name, logo, trademarks, service marks, and trade dress.

(e) All Intellectual Property Rights in the foregoing.

16.2 Limited License

Nothing in these Terms transfers any ownership of Intellectual Property Rights to you. You receive only the limited license expressly granted in Section 5.

16.3 Feedback

If you provide Rivalytic with any feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"):

(a) You grant Rivalytic a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, distribute, and otherwise exploit such Feedback without restriction.

(b) You waive any moral rights in such Feedback.

(c) You acknowledge that Rivalytic is under no obligation to implement any Feedback.

(d) You represent that you have the right to provide such Feedback and that it does not infringe any third-party rights.

16.4 Ownership of Generated Content

Analytics, reports, insights, recommendations, and other Content generated by the Service using your inputs and tracked data are owned by Rivalytic. You are granted a license to use such Content for your personal or business purposes during your active subscription.

16.5 Trademark Guidelines

You may not use Rivalytic's trademarks, logos, or branding without prior written consent. Any authorized use must comply with our trademark guidelines as provided.

16.6 Subscription as Consideration for Intellectual Property License

The subscription fees paid by the User constitute the economic consideration for the exploitation license over the proprietary software work (intellectual work) granted herein. These payments represent income derived from the licensing of an intellectual work, in accordance with applicable Intellectual Property legislation, and do not constitute remuneration for the provision of professional, consulting, or any other type of services. Rivalytic, as Author and exclusive owner of the intellectual work, retains full and exclusive ownership of all Intellectual Property Rights in the Platform at all times, regardless of the User's subscription status or duration.

17. USER-GENERATED CONTENT AND DATA

17.1 Your Content

You retain ownership of any original content you create independently outside of the Service (such as videos, scripts, or marketing materials you produce based on insights obtained from the Service).

17.2 Customer Data

You retain ownership of Customer Data that you provide to the Service, including:

(a) Account information and preferences.

(b) Configuration settings and customizations.

(c) Lists of tracked creators and categories.

17.3 License to Customer Data

By providing Customer Data to the Service, you grant Rivalytic a limited, non-exclusive, worldwide, royalty-free license to:

(a) Host, store, and process Customer Data as necessary to provide the Service.

(b) Use Customer Data to personalize and improve your experience.

(c) Generate aggregated, anonymized insights and analytics (that do not identify you or your clients).

17.4 Data Accuracy

You are responsible for the accuracy and legality of Customer Data you provide. You represent that you have all necessary rights and authorizations to provide such data to Rivalytic.

17.5 Data Export

If and when export functionality is made available:

(a) You may export certain data and statistics for your personal or business use.

(b) Export functionality may be limited by subscription tier.

(c) Exported data must be used in compliance with these Terms.

18. THIRD-PARTY SERVICES AND INTEGRATIONS

18.1 Third-Party Platforms and Data Sources

The Service accesses publicly available data from various Third-Party Platforms. Your use of Service features related to these platforms is subject to the respective terms of service and privacy policies of each platform.

You acknowledge that:

(a) Third-Party Platforms may have their own terms governing the use of their data.

(b) You are responsible for ensuring your use of insights derived from Third-Party Platform data complies with applicable platform terms.

(c) We do not control Third-Party Platforms and are not responsible for their policies or practices.

18.2 Payment Processing and License Resale

Payment processing and license resale is handled by Paddle.com Market Limited ("Paddle"), who acts as Merchant of Record and authorized reseller of the Software licenses. Your use of payment features is subject to:

(a) Paddle Terms of Service: https://www.paddle.com/legal/terms

(b) Paddle Privacy Policy: https://www.paddle.com/legal/privacy

18.3 Authentication Services

Account authentication is provided through OAuth2 services (such as Google). Your use of these services is subject to their respective terms and privacy policies.

The Service may contain links to third-party websites, services, or resources. We provide these links for convenience only and do not endorse or assume responsibility for the content, policies, or practices of any third-party sites.

18.5 No Responsibility for Third Parties

Rivalytic is not responsible or liable for:

(a) The availability, accuracy, or quality of third-party services.

(b) Changes to third-party services that affect Service functionality.

(c) Your interactions with third-party services.

(d) Any damages arising from your use of third-party services.

18.6 Third-Party Terms

Your use of third-party services is governed by the applicable third-party terms. In the event of a conflict between these Terms and third-party terms, these Terms govern your relationship with Rivalytic, and third-party terms govern your relationship with the third party.

19. DATA PROTECTION AND PRIVACY

19.1 Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, store, share, and protect your Personal Data. The Privacy Policy is incorporated into these Terms by reference.

19.2 Categories of Data Collected

We collect and process the following categories of data:

(a) Account Data

(b) Usage Data

(c) Payment Data

(d) Browser and Technical Data

19.3 Purpose of Data Processing

We process Personal Data for the following purposes:

(a) Providing, maintaining, and improving the Service.

(b) Processing payments and managing subscriptions.

(c) Communicating with you about your Account and the Service.

(d) Sending service-related notifications and updates.

(e) Sending marketing communications (with your consent).

(f) Complying with legal obligations.

(g) Detecting, preventing, and addressing fraud and security issues.

19.4 Data Security

We implement appropriate technical and organizational measures to protect Personal Data against unauthorized access, alteration, disclosure, or destruction. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

19.5 Data Retention

We retain Personal Data for as long as necessary to fulfill the purposes for which it was collected, comply with legal obligations, resolve disputes, and enforce our agreements.

19.6 Your Rights Under GDPR

If you are located in the European Economic Area (EEA), you have the following rights under the GDPR:

(a) Right of Access: Request access to your Personal Data and information about how it is processed.

(b) Right to Rectification: Request correction of inaccurate or incomplete Personal Data.

(c) Right to Erasure: Request deletion of your Personal Data in certain circumstances.

(d) Right to Restriction: Request limitation of processing in certain circumstances.

(e) Right to Data Portability: Receive your Personal Data in a structured, commonly used, machine-readable format.

(f) Right to Object: Object to processing based on legitimate interests or for direct marketing purposes.

(g) Right to Withdraw Consent: Withdraw consent at any time where processing is based on consent.

(h) Right to Lodge a Complaint: File a complaint with a supervisory authority.

To exercise these rights, contact us at [email protected].

19.7 International Data Transfers

Your Personal Data may be transferred to and processed in countries outside your country of residence. We ensure appropriate safeguards are in place for such transfers, including Standard Contractual Clauses where required.

20. SECURITY MEASURES

20.1 Our Security Commitments

We are committed to protecting the security of your data and implement measures including:

(a) Encryption of data in transit using TLS/SSL.

(b) Secure authentication mechanisms.

(c) Access controls and authorization protocols.

(d) Regular security assessments and updates.

(e) Monitoring for suspicious activity.

20.2 Your Security Responsibilities

You are responsible for:

(a) Maintaining the security of your Account credentials.

(b) Using strong, unique passwords and enabling available security features.

(c) Keeping your web browser updated with security patches.

(d) Not sharing Account access with unauthorized individuals.

(e) Reporting suspected security incidents to us promptly.

20.3 Security Incident Notification

In the event of a security breach affecting your Personal Data:

(a) We will notify affected users in accordance with applicable data protection laws.

(b) We will take appropriate measures to address the breach and prevent future incidents.

(c) We will cooperate with relevant authorities as required by law.

21. SERVICE AVAILABILITY AND MAINTENANCE

21.1 Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted or error-free operation. The Service may be unavailable due to:

(a) Scheduled maintenance and updates.

(b) Unscheduled maintenance for critical issues.

(c) Technical failures or outages.

(d) Third-party service disruptions.

(e) Force Majeure Events (as defined in Section 34).

21.2 Maintenance Windows

We may perform scheduled maintenance with or without prior notice. We will endeavor to:

(a) Conduct maintenance during low-usage periods when feasible.

(b) Provide advance notice for planned major maintenance.

(c) Minimize the duration and frequency of maintenance windows.

21.3 No Service Level Agreement

Unless you have entered into a separate Service Level Agreement (SLA), we do not guarantee any specific uptime percentage or response time. The Service is provided "as is" without availability guarantees.

21.4 Service Modifications

We reserve the right to modify, update, or discontinue any aspect of the Service at any time. We will provide reasonable notice of material changes that negatively affect core Service functionality for paid subscribers.

22. PLATFORM UPDATES AND MODIFICATIONS

22.1 Automatic Updates

The Platform is updated automatically on the server side without requiring any action from you. These updates may include:

(a) Bug fixes and security patches.

(b) Performance improvements.

(c) New features and functionality.

(d) Changes to existing features.

(e) Compatibility updates.

22.2 Update Acknowledgment

You acknowledge that:

(a) Certain updates may change the appearance, behavior, or functionality of the Platform.

(b) Updates are applied automatically and do not require your approval.

(c) We will endeavor to notify users of significant changes to the Platform.

22.3 Feature Changes

We may add, modify, or remove features from the Service at any time. We will endeavor to provide notice of significant feature removals to paid subscribers, but are not obligated to maintain any specific features.

23. TECHNICAL SUPPORT

23.1 Support Availability

Technical support is provided based on your subscription tier:

(a) Free Plan

(b) Pro Plan

23.2 Support Scope

Technical support covers:

(a) Questions about Service features and functionality.

(b) Assistance with Account and billing issues.

(c) Troubleshooting common technical problems.

(d) Guidance on best practices for using the Service.

23.3 Support Limitations

Technical support does not include:

(a) General consultation or business advice.

(b) Support for third-party software, hardware, or services.

(c) Custom development or integration work.

(d) Training or on-site assistance.

(e) Issues caused by your equipment, network, or browser configuration.

23.4 Support Language

Technical support is provided in English and Spanish.

24. DISCLAIMER OF WARRANTIES

24.1 "As Is" Basis

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

24.2 Disclaimer of Express and Implied Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIVALYTIC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

(b) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

(c) WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

(d) WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

(e) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT OR DATA.

(f) WARRANTIES THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

(g) WARRANTIES REGARDING THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE.

24.3 Third-Party Data Disclaimer

You acknowledge and agree that:

(a) The Service displays data from Third-Party Platforms, and we do not guarantee the accuracy, completeness, or timeliness of such data.

(b) Third-party platforms may change their data availability, format, or access policies at any time, which may affect Service functionality.

(c) We are not responsible for errors, inaccuracies, or delays in third-party data.

24.4 AI-Generated Content Disclaimer

You acknowledge and agree that:

(a) AI-generated content (such as script suggestions) is provided for informational and inspiration purposes only.

(b) AI-generated content requires human review and editing before use.

(c) We do not guarantee the accuracy, appropriateness, or quality of AI-generated content.

(d) You are solely responsible for reviewing and modifying AI-generated content before use.

24.5 No Professional Advice

The Service provides data, analytics, and insights for informational purposes only. The Service does not constitute:

(a) Professional business, marketing, or consulting advice.

(b) Legal, financial, or tax advice.

(c) Guaranteed recommendations for achieving specific results.

You should consult with qualified professionals for specific advice.

24.6 Jurisdictional Variations

Some jurisdictions do not allow the exclusion of certain warranties or limitations on applicable statutory rights. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.

25. LIMITATION OF LIABILITY

25.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RIVALYTIC, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY OF THE FOLLOWING:

(a) Indirect Damages: Any indirect, incidental, special, consequential, or punitive damages.

(b) Lost Profits: Any loss of profits, revenue, business opportunities, or anticipated savings.

(c) Data Loss: Any loss of data, content, or information.

(d) Business Interruption: Any business interruption or loss of use.

(e) Reputational Harm: Any loss of goodwill, reputation, or business relationships.

(f) Intangible Losses: Any other intangible losses.

WHETHER OR NOT RIVALYTIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

25.2 Maximum Aggregate Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIVALYTIC'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

(a) The total amount you paid to Rivalytic for the Service during the twelve (12) months immediately preceding the event giving rise to the claim; or

(b) One hundred United States Dollars (USD $100.00).

25.3 Essential Purpose

THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

25.4 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT RIVALYTIC HAS OFFERED THE SERVICE AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT SUCH DISCLAIMERS AND LIMITATIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK, AND THAT SUCH DISCLAIMERS AND LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

25.5 Exceptions

Nothing in these Terms shall limit or exclude liability for:

(a) Death or personal injury caused by negligence.

(b) Fraud or fraudulent misrepresentation.

(c) Any liability that cannot be excluded or limited by applicable law.

26. INDEMNIFICATION

26.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Rivalytic and its officers, directors, employees, agents, Affiliates, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to:

(a) Your access to or use of the Service.

(b) Your violation of these Terms.

(c) Your violation of any applicable laws, regulations, or third-party rights.

(d) Your Customer Data or User Content.

(e) Any content you create, publish, or distribute using insights from the Service.

(f) Any dispute between you and a third party relating to your use of the Service.

(g) Your negligence or willful misconduct.

26.2 Indemnification Procedure

(a) Rivalytic will provide you with prompt written notice of any claim subject to indemnification.

(b) You will have the right to control the defense and settlement of such claim, provided that any settlement that admits liability or imposes obligations on Rivalytic requires our prior written consent.

(c) Rivalytic may participate in the defense of any claim at its own expense.

(d) You will not settle any claim without Rivalytic's prior written consent if such settlement would impose any obligation or liability on Rivalytic.

27. SUSPENSION AND TERMINATION

27.1 Termination by You

You may terminate your Account and these Terms at any time by:

(a) Canceling your subscription as described in Section 10.

(b) Requesting Account deletion by contacting [email protected].

27.2 Termination by Rivalytic

We may suspend or terminate your Account and access to the Service immediately, without prior notice or liability, for any reason, including but not limited to:

(a) Your breach of these Terms.

(b) Violation of the Acceptable Use Policy.

(c) Fraudulent, illegal, or unauthorized activity.

(d) Non-payment of Fees.

(e) Requests by law enforcement or government agencies.

(f) Unexpected technical or security issues.

(g) Extended periods of inactivity.

(h) Our discontinuation of the Service.

27.3 Notice of Termination

Where feasible and not prohibited by law or our legal interests:

(a) We will provide notice of termination to your registered email address.

(b) We will explain the reason for termination when appropriate.

27.4 No Liability for Termination

To the maximum extent permitted by law, Rivalytic shall not be liable to you or any third party for any termination of your Account or access to the Service.

28. EFFECTS OF TERMINATION

28.1 Upon Termination

When your Account is terminated for any reason:

(a) Your right to access and use the Service terminates immediately.

(b) Your License to use the Platform is revoked.

(c) You must cease accessing and using the Service.

(d) Any outstanding Fees remain due and payable.

(e) You are not entitled to any refund of Fees paid.

28.2 Data Retention and Deletion

Upon termination:

(a) We may retain certain data as required by law or for legitimate business purposes.

(b) We may delete your Account data after a reasonable retention period.

(c) You may request data export before termination if export functionality is available.

(d) We are not obligated to retain or provide copies of your data after termination.

28.3 Surviving Provisions

The following provisions shall survive termination of these Terms:

And any other provisions that by their nature should survive.

29. MODIFICATIONS TO SOFTWARE LICENSE AGREEMENT

29.1 Right to Modify

We reserve the right to modify, amend, or update these Terms at any time at our sole discretion. Changes may be made for various reasons, including:

(a) Changes in applicable laws or regulations.

(b) Changes in Service features or functionality.

(c) Business or operational requirements.

(d) Clarification of existing provisions.

(e) Security or legal considerations.

29.2 Notification of Changes

We will notify you of material changes to these Terms by:

(a) Posting the updated Terms with a new "Last Updated" date.

(b) Sending notification to your registered email address.

(c) Displaying a notice within the Platform upon next login.

29.3 Effective Date of Changes

Unless otherwise specified, changes to these Terms will become effective:

(a) Thirty (30) days after posting for material changes affecting paid subscribers.

(b) Immediately upon posting for non-material changes or changes required by law.

29.4 Your Acceptance of Changes

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the modified Terms.

If you do not agree to the modified Terms:

(a) You must stop using the Service.

(b) You may cancel your subscription before the changes take effect.

(c) If you cancel due to material adverse changes before the end of your Billing Cycle, you may request a prorated refund for the unused portion (subject to our review and approval).

29.5 Access to Prior Versions

We will maintain prior versions of these Terms and make them available upon request.

30. GOVERNING LAW

30.1 Applicable Law

These Terms and any disputes arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of Spain, without regard to its conflict of law principles.

30.2 Exclusion of UN Convention

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

31. JURISDICTION AND VENUE

31.1 Exclusive Jurisdiction

Subject to Section 33 (European Union Consumer Rights), any legal action, suit, or proceeding arising out of or relating to these Terms or the Service shall be brought exclusively in the courts located in Madrid, Spain.

You irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum.

31.3 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, YOU AND RIVALYTIC EACH WAIVE THE RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

32. DISPUTE RESOLUTION

32.1 Informal Resolution

Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute informally by:

(a) Contacting us at [email protected] with a description of the dispute.

(b) Providing your contact information and a summary of the relief sought.

(c) Engaging in good-faith discussions for a period of at least thirty (30) days.

32.2 Mediation

If informal resolution is unsuccessful, either party may propose non-binding mediation before an agreed-upon mediator. Mediation costs shall be shared equally by the parties.

32.3 Formal Proceedings

If mediation is unsuccessful or not agreed upon, either party may initiate formal legal proceedings in accordance with Section 31 (Jurisdiction and Venue).

32.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek immediate injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of dispute resolution.

33. EUROPEAN UNION CONSUMER RIGHTS

33.1 Applicability

This Section 33 applies if you are a consumer located in the European Union ("EU Consumer").

33.2 Consumer Protection Laws

Nothing in these Terms shall affect any mandatory rights you have as an EU Consumer under applicable consumer protection laws of your country of residence.

33.3 Right to Sue in Home Jurisdiction

As an EU Consumer, you may bring legal proceedings in the courts of your country of residence. Similarly, legal proceedings may be brought against you in the courts of your country of residence.

33.4 Right of Withdrawal

EU Consumers have the right to withdraw from distance contracts within fourteen (14) days of the contract date without giving any reason. However:

(a) By using the Service before the withdrawal period expires, you expressly consent to the immediate performance of the contract.

(b) You acknowledge that you will lose your right of withdrawal once the Service has been fully provided to you.

(c) For subscription services, the right of withdrawal may be limited after you have accessed premium features.

If you wish to exercise your right of withdrawal within the applicable period, contact us at [email protected].

33.5 Online Dispute Resolution

If you are an EU Consumer, you may access the European Commission's Online Dispute Resolution (ODR) platform at:

https://ec.europa.eu/consumers/odr

We are not obligated to participate in ODR proceedings, but we will inform you if we choose to do so.

33.6 Guarantee Rights

As an EU Consumer, you benefit from legal guarantees regarding the conformity of digital content and services. If the Service does not conform to the contract, you may be entitled to remedies under applicable laws.

34. FORCE MAJEURE

34.1 Definition

"Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to:

(a) Natural disasters, earthquakes, floods, fires, or storms.

(b) War, terrorism, riots, or civil unrest.

(c) Government actions, laws, regulations, or embargoes.

(d) Labor strikes or disputes (not involving our own employees).

(e) Epidemics, pandemics, or quarantine restrictions.

(f) Failure of third-party services or infrastructure.

(g) Power outages, telecommunications failures, or internet disruptions.

(h) Cyberattacks or security breaches beyond reasonable preventive measures.

34.2 Effect of Force Majeure

Neither party shall be liable for any failure or delay in performing obligations under these Terms if such failure or delay results from a Force Majeure Event, provided that:

(a) The affected party provides prompt notice of the Force Majeure Event.

(b) The affected party uses reasonable efforts to mitigate the effects.

(c) Performance resumes as soon as reasonably practicable after the Force Majeure Event ends.

34.3 Prolonged Force Majeure

If a Force Majeure Event continues for more than sixty (60) days, either party may terminate these Terms upon written notice without liability.

35. ASSIGNMENT

35.1 Assignment by You

You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder without our prior written consent. Any attempted assignment in violation of this Section shall be void.

35.2 Assignment by Rivalytic

We may assign, transfer, or delegate these Terms or any of our rights or obligations hereunder without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

35.3 Binding Effect

Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

36. WAIVER

36.1 No Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise.

36.2 Written Waiver Required

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party.

36.3 Non-Precedential

Any waiver granted shall not operate as a waiver of any other or subsequent breach or default.

37. SEVERABILITY

37.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction:

(a) Such provision shall be modified to the minimum extent necessary to make it valid and enforceable.

(b) If modification is not possible, the provision shall be severed from these Terms.

(c) The remaining provisions shall continue in full force and effect.

37.2 Intent

If any provision is severed, the remaining Terms shall be construed and interpreted to effectuate the original intent of the parties to the maximum extent possible.

38. ENTIRE AGREEMENT

38.1 Complete Agreement

These Terms, together with our Privacy Policy and any other policies or agreements incorporated by reference, constitute the entire agreement between you and Rivalytic regarding the Service.

38.2 Supersession

These Terms supersede all prior and contemporaneous agreements, proposals, representations, warranties, and communications, whether oral or written, relating to the subject matter hereof.

38.3 Conflict Resolution

In the event of any conflict between these Terms and any other agreement you may have with Rivalytic, these Terms shall prevail unless the other agreement specifically identifies the conflicting provisions of these Terms and expressly overrides them.

38.4 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except as expressly provided herein.

39. LANGUAGE

39.1 Official Language

These Terms are written in English, which is the official and controlling language for all purposes.

39.2 Translations

Translations of these Terms, if any, are provided for convenience only. In the event of any conflict between the English version and any translation, the English version shall prevail.

40. CONTACT INFORMATION

40.1 Contact Details

If you have any questions, concerns, or feedback regarding this Software License Agreement, please contact us at:

Email: [email protected]

Subject Line Recommendations:

40.2 Response Times

We endeavor to respond to inquiries within:

Formal legal notices should be sent via email to [email protected] with "Legal Notice" in the subject line.

ACKNOWLEDGMENT

BY CREATING AN ACCOUNT ON, ACCESSING, OR USING RIVALYTIC, YOU ACKNOWLEDGE THAT:

  1. You have read and understand this Software License Agreement.

  2. You agree to be legally bound by these Terms.

  3. You meet all eligibility requirements to use the Service.

  4. You understand that this is a web-based service (SaaS) that requires an internet connection and a compatible web browser.

  5. You have read and agree to our Privacy Policy.

  6. You understand the subscription, payment, and refund policies described herein.

This Software License Agreement was last updated in April 2026. Version 2.0