RIZZLE TERMS OF SERVICE

Welcome and thank you for your interest in Silverlabs Technologies, Inc., a company incorporated under the laws of Delaware, USA (“Rizzle,” “we,” or “us”) and operating from 2020 Wendover Lane, San Jose, USA. Our website at www.rizzle.com along with other related websites, networks, applications, mobile applications and other services provided by us (collectively, the “Services”) is a platform. These Terms of Use are a legally binding contract between you and Rizzle (a registered trademark of Silverlabs Technologies Inc.) regarding your use of the Service.

1. RIZZLE OVERVIEW

(1.1) The platform provides software as a service to its users, businesses and third parties.

(1.2) These Rizzle Terms of Use (the "TOU") regulate how users may use the Rizzle software and services that are connected to the Services.

(1.3) Additional terms relating to how Rizzle treats specific end-user information and data, may be included in separate, exclusive and/or supplementary agreements made between Rizzle and its developers, partners, and vendors.

2. ELIGIBILITY

(2.1) The user must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (i) you, the user is at least 18 years old, (ii) the user has not previously been suspended or removed from the Service, and (iii) the user’s registration and use of the Service is in compliance with any and all applicable laws and regulations. If the user is an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have the authority to bind you to these Terms, and you agree to be bound by these Terms.

3. USING OUR SERVICES

(3.1) By using the Services, the user agrees to the terms of the TOU. Please read the TOU carefully. Do not use the Services if you do not agree to all of the terms of the TOU.

(3.2) Subject to your remaining in full compliance with the TOU, Rizzle hereby grants to you a limited, non-exclusive, non-transferable, worldwide license, without the right to sublicense, solely for the purpose of enabling you to use and enjoy the benefit of Services as provided by Rizzle, in the manner permitted by the TOU. You are not authorized to copy, modify, distribute, sell, or lease any part of the Services or included software, in any manner whatsoever, nor may you reverse engineer or attempt to extract the source code of that software, unless you have Rizzle’s written permission.

(3.3) You shall not, and/or shall not permit any third party to:
(i) use the Services except to the extent permitted above;
(ii) modify or create any derivative work of any part of the Services;
(iii) permit any third parties to use the Services other than contractors with your specific business need; or
(iv) market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan the Services.

(3.4) Using the Services does not give the users the ownership of any intellectual property rights involved in the Services or the works the user accesses. The TOU does not grant the user the right to use any branding or logos used in the Services unless specifically and expressly agreed by Rizzle. Do not remove, obscure, or alter any legal notices displayed in or along with the Services.

4. CONSIDERATION

(4.1) Rizzle currently provides the users with access to the Service for a subscription fee. In return for enjoying this access, the user acknowledges and agrees that Rizzle may generate revenues, increase goodwill or otherwise increase the value of Rizzle from the user's use of the Service, and the user will have no right to share in any such revenues, goodwill or value whatsoever. Rizzle in its sole discretion may charge the user fees to access certain features on the Service. Rizzle will provide the users with advance notice of any such changes before they take effect. The fee charged on the users for use of the Service and/or any other reason does not entitle the user any right to share in the revenues or in any goodwill or value created in any manner whatsoever.

5. LICENSE TO RIZZLE

(5.1) By using the Services, you give Rizzle a limited, worldwide, non-exclusive, non-sublicensable, non-transferable licence to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and create derivative works of your data solely for the purpose of enabling your use of the Services. Rizzle has the right to combine and anonymize your data and to publish such combined and anonymized (non-personally identifiable) data or benchmark information/studies. Rizzle will not use this information for any other reason or disclose it to any third party.

Nothing shall restrain Rizzle to engage with any party in a separate, exclusive and/or supplementary license contract with different terms and conditions as agreed between Rizzle and the other party. In such cases, the terms in this clause, namely 5.1 shall be superseded by the specific terms of such license contract.

(5.2) Rizzle shall in no manner be restricted to use the user's name in any of the customer lists and testimonials, solely for the purpose of identifying the user as a customer of Rizzle.

(5.3) In relation to any third-party software used by users in conjunction with the Services, Rizzle will endeavor to maintain authenticity of the software use but makes no warranties of any kind to any users or third parties of the same. All fees and costs associated with any third-party software used by users shall be their sole and exclusive responsibility. Users are solely and solely responsible for the integration, use, and any issues resulting from the use of any third-party software in conjunction with the Services; Rizzle shall have no responsibility or liability with regard thereto.

6. MODIFICATION AND TERMINATION OF SERVICES

(6.1) Rizzle may, in its sole discretion, discontinue offering the Services or terminate or suspend the users access to the Services at any time giving reasonable express notice.

(6.2) Rizzle reserves the right to alter the TOU in any manner whatsoever and at any given time. Any such changes will be posted online at https://rizzle.com/tos (or another URL that Rizzle may provide from time to time). The responsibility for checking the TOU frequently for updates rests with the users. However, any such modification would not take effect immediately after being posted and would not take effect before 14 days are over. Any modifications made for new functions or to comply with legal and/or regulatory requirements shall take immediate effect. If a user does not accept the modified TOU, they should stop using the Services.

7. PROTECTION OF CUSTOMER DATA

(7.1) In order to protect the privacy and integrity of user data, Rizzle will maintain administrative, physical, and technical safeguards as deemed necessary. Rizzle will only access, use, process, modify, delete, or disclose your data in order to: (a) provide the Services; (b) provide support services and prevent or address service or technical problems; (c) send to users communications related to the Services, such as (i) notices of scheduled maintenance; and (ii) of an educational nature. Notwithstanding, any such data may be disclosed to law enforcement or any other government functionary, as required for legal and/or regulatory compliance. The parties acknowledge having read the terms of the data processing addendum at https://rizzle.com/tos agree to abide by them.

8. LIMITATION OF LIABILITY

(8.1) IN NO EVENT SHALL RIZZLE, ITS AGENTS OR EMPLOYEES, HAVE ANY LIABILITY TO THE USERS OR ANY THIRD PARTY FOR THE COST OF SUBSTITUTE GOODS OR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITY OR CLAIMS OF THIRD PARTIES) RELATING TO THE SERVICES, HOWEVER CAUSED, WHETHER BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER RIZZLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. INDEMNIFICATION

(9.1) The users and any company or third party that is subject to the TOU through the users' use shall fully indemnify, hold harmless, and defend Rizzle and its directors, officers, employees, agents, stockholders, and affiliates (collectively, "indemnified parties") from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgements, costs and expenses (including but not limited to reasonable attorney fees), whether or not involving a third party claim, which arise out of, relate but not limited to:

• (i) any violation of the TOU or Privacy
• (ii) the users use of the Services, including the use of any other application, software or hardware in conjunction with the Service
• (iii) the unauthorised use of the Services.

10. DISCLAIMERS, NO WARRANTIES

(10.1) THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. RIZZLE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (2) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. RIZZLE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND RIZZLE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

(10.2) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR RIZZLE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE RIZZLE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

(10.3) THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Rizzle does not disclaim any warranty or other right that Rizzle is prohibited from denying under applicable law.

11. OWNERSHIP, PROPRIETARY RIGHTS

(11.1) The Services offered are owned and operated by Rizzle. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), software, as composite products and/or entwined services, and all other related elements of the Service (“Materials”) provided by Rizzle are protected by copyright and related rights and/or any other intellectual property rights. All the Materials included in the Services are the property of Rizzle and/or its third-party licensors. Except as expressly authorized by Rizzle, the users may not make use of the Materials. Rizzle reserves all the rights to the Materials not granted expressly in these Terms.

12. CONFIDENTIALITY

(12.1) Each party receiving any information (as “Receiving Party”), acknowledges and agrees that all information including and not limited to code, inventions, know-how, business, technical, and financial information it receives from the disclosing party (the "Disclosing Party"), constitutes ‘Confidential Information’ of the Disclosing Party and is the exclusive property of the Disclosing Party, provided that it is identified as ‘Confidential’ at the time of disclosure or should be reasonably understood by the Receiving Party to be confidential and/or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.

(12.2) Any technology developed by Rizzle, performance data pertaining to the Services, and the terms and conditions herein shall be deemed to be Rizzle's Confidential Information without any additional identification, labelling or marking. Aside from what is expressly permitted here, the Receiving Party shall:

• (i) Hold in confidence and not disclose any Confidential Information to third parties;
• (ii) Not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section. The Receiving Party’s confidentiality obligations shall not apply to information that the Receiving Party can document:
• (ii.a) was rightfully in its possession or known to it prior to receipt of the Confidential Information;
• (ii.b) is or has become public knowledge through no fault of the Receiving Party;
• (ii.c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or
• (ii.d) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

13. DISPUTE RESOLUTION AND ARBITRATION

(13.1) Arbitration: Both the user and Rizzle agree that all disputes arising out of and/or in relation to this Term, including any breach thereof, shall be subject to and resolved by binding arbitration in order to resolve disputes between the users and Rizzle quicker and effective manner than litigation. All claims arising out of and/or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, are subject to arbitration under this agreement and regardless of whether a claim arises during or after the termination of these Terms.

THE ARBITRATOR SHALL BE ADMINISTERED AND CONDUCTED IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE AND THE CALIFORNIA EVIDENCE CODE, AND THAT THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. THE FEDERAL ARBITRATION ACT SHALL CONTINUE TO APPLY WITH FULL FORCE AND EFFECT NOTWITHSTANDING THE APPLICATION OF PROCEDURAL RULES SET FORTH IN THE ACT.

THE USER UNDERSTANDS AND AGREE THAT, BY ENTERING INTO THESE TERMS, THE USER AND RIZZLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE BETWEEN AGENCY AND THE COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE ACT AND THIS AGREEMENT, NEITHER AGENCY NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION.

THE SEAT OF ARBITRATION WILL BE SANTA CLARA, CALIFORNIA, USA AND THE LANGUAGE WILL BE ENGLISH.

(13.2) Injunctive and Administrative relief: Both the user and Rizzle agree that in accordance with the California Code of Civil Procedure, nothing restrains Rizzle and the User to seek equitable relief, including injunctive relief where either party alleges or claims a violation of any agreement regarding intellectual property, confidential information or any other equity. Likewise, nothing precludes Rizzle and the User from pursuing court action regarding administrative claims before local, state or federal bodies and/or government agencies, as permitted by law. In the event either Rizzle or the User seeks adjudicatory relief, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees.

14. MISCELLANEOUS

(14.1) The relationship between Rizzle and its users is governed by the TOU. No rights for third-party beneficiaries are established by them.

(14.2) If there is a conflict between the TOU and additional terms, the additional terms will supersede the TOU in that conflict.

(14.3) If the users do not comply with the TOU and Rizzle does not take action right away, Rizzle is not giving up any rights that Rizzle may have (such as taking action in the future).

(14.4) No other provisions of the TOU will be impacted if it turns out that a specific provision is not enforceable.

(14.5) Any disputes arising out of or relating to the TOU shall be governed by the laws of the state of California, excluding California"s rules on conflicts of law or choice of law. The user and Rizzle agree to submit to the personal jurisdiction of the federal courts located in Santa Clara County, California for the purpose of litigating any claims arising out of or relating to the TOU of the Services.

15. DMCA POLICY

(15.1) We uphold the rights of art and content creators, and we anticipate the same from our customers. According to the Digital Millennium Copyright Act of 1998, it is our policy to respond to infringement complaints ('DMCA'). If you are a copyright owner, or you are authorized to act on their behalf, and you believe that a copyright violation is occurring through the Service due to unauthorized use of a copyrighted work, please fill out the following DMCA Notice and deliver it to our designated DMCA agent at the address listed below.

(15.2) For us to move forward with your DMCA notice, you must provide us with the following information in writing:

• (15.2.a) Specify the allegedly infringing copyrighted work;
• (15.2.b) Describe the allegedly infringing content and its location on the Service;
• (15.2.c) Specify all the details that will allow us to get in touch with you, such details involve your address, phone number, and email address and other details that we might request;
• (15.2.d) Put out a declaration stating that you have a good faith belief that the copyright owner, its agent, or the law has not given permission for use of the material in the manner complained of;
• (15.2.e) Put out a declaration under oath or affirm under penalty of perjury that the aforementioned information is true and that you are the owner of the copyright or have the owner's permission to act on your behalf; and
• (15.2.f) Provide us a signature, either physical or digital, of a representative of the copyright owner who is qualified to do so;

Deliver the DMCA Notice, with the above information completed, to our Designated DMCA Agent at:
DMCA Notice
Designated Agent/Grievance Officer
Sana Afreen
Silverlabs Technologies, Inc.
Hyderabad, India.
[email protected]

ACCORDING TO FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY FACE CRIMINAL PROSECUTION FOR PERJURY AS WELL AS CIVIL PENALTIES, INCLUDING MONEORAL DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

Please be aware that this process will only be intended to alert us to the infringement of your copyrighted material. The preceding requirements do not constitute legal advice, but they are meant to strictly comply with our rights and duties under the DMCA, including 17 U.S.C. 512(c).

We have a policy of deleting accounts for users deemed to be repeated infringers in accordance with the DMCA and other applicable laws, as deemed appropriate. Notwithstanding, if a user violates another's intellectual property rights, whether or not it occurs repeatedly, we have the right to restrict their access to the Service and/or terminate their accounts.

If you have any questions, complaints, or claims with respect to our Services, you may contact us at [email protected]  For other queries, email us at [email protected]