Terms & Conditions

These terms and conditions are entered into by and between you ("Customer", or "you") and Rilian Technologies Inc. or one of its subsidiaries ("Rilian," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the "Agreement"), govern your access to and use of the Rilian marketplace and platform, including any content, functionality, and services offered on or through https://www.riliantech.com/ (the "Platform").

Please read this Agreement carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to this Agreement when this option is made available to you, you accept and agree to be bound and abide by this Agreement and our Privacy Policy, incorporated herein by reference. If you do not want to agree to this Agreement or the Privacy Policy, you must not access or use the Platform.

These terms and conditions are binding as of the earliest of the date that you accept the terms and conditions herein, the date set forth on an order or the date on which customer downloads, installs, activates, or uses the products or services ("Effective Date").

1. Orders

1.1 General

Customer may purchase services (including access to the Rilian platform, Third-Party Technologies, and any Integration Services) ("Platform") by (a) submitting a Purchase Order to Rilian, or (b) placing an Order through Rilian's online catalog (each, an "Order"). Rilian will have no obligation to provide any products or services until the applicable Order is accepted by Rilian in writing. For Services (including Integration Services), Rilian will have no obligation to perform until an Order or SOW describing those Services is executed by both parties. Unless otherwise stated in the Order, Orders are non-cancellable once accepted.

1.2 Purchase Orders

If Customer issues a purchase order to facilitate payment processing, the purchase order must reference the applicable Rilian quote or Order and is for administrative convenience only. Any terms on a purchase order that add to or conflict with this Agreement or the Order are void and have no effect.

1.3 Affiliates

The term "Customer" shall include an Affiliate placing an Order. Customer shall be responsible for compliance by its Affiliates with the Agreement unless the Affiliate has entered into an Affiliate participation agreement with Rilian.

1.4 Partner Orders

Customer may place an Order through an authorized Rilian channel partner or distributor ("Partner") in response to a valid Partner quote. As between Customer and Rilian, the Order (including Rilian's provision of the Platform) is governed by this Agreement, except that all pricing, billing, taxes, invoicing, and payment terms are exclusively between Customer and the Partner. Rilian's provisioning obligations begin upon Rilian's receipt of the Order details from the Partner. Customer authorizes Rilian and Partner to exchange Order and usage information necessary to provision and support the Platform.

1.5 Third-Party Technologies

Orders may include software, services, content, or hardware provided by third-party technology providers listed in the Order ("Third-Party Technologies"). Third-Party Technologies are licensed or provided to Customer under the provider's end-user terms ("Provider Terms"), which are incorporated by reference in the Order or made available via link. Rilian will flow down to Customer all material warranties, service levels, and remedies it receives from such providers, and Customer agrees to comply with the Provider Terms. Where the Provider Terms conflict with this Agreement, this Agreement will govern as between Customer and Rilian. Any service levels or warranties offered solely by a third-party provider apply in addition to, and not in substitution for, Rilian's obligations herein.

1.6 Integration Services; Statements of Work

If an Order includes integration, configuration, packaging or deployment for private-cloud/on-prem, dashboard/API enablement, or related professional services ("Integration Services"), the parties will execute a statement of work ("SOW") detailing scope, milestones, deliverables, assumptions, and Customer dependencies. Each SOW is governed by this Agreement. Unless otherwise stated in the SOW, Integration Services are provided on a time-and-materials basis and deemed accepted upon delivery unless Customer provides a written, reasonable rejection explaining material non-conformance within ten (10) days.

2. Fees and Payment

2.1 Fees

Customer will pay the fees set forth in the applicable Order for (a) Platform subscriptions and support, (b) any Third-Party Technologies provisioned through the Platform, and (c) any Integration Services (time-and-materials unless the Order or SOW states fixed-fee). Orders may also include metered or usage-based charges as specified in the Order. Except as expressly provided in this Agreement or the Order, all fees and charges are non-cancelable and non-refundable and are payable in U.S. Dollars. Customer may not withhold, offset, or reduce fees due under this Agreement.

2.2 Payment Terms

Rilian shall invoice the Customer for Platform according to the invoicing procedure outlined in the Order. All payments are due within thirty (30) days of issuance of the invoice, unless otherwise agreed to in writing. Late payments will bear interest at the rate of one and one-half percent (1.5%) per month or at the highest rate allowed by law. If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, Rilian reserves the right to suspend services to Customer, without liability to Customer, until such amounts are paid in full.

2.3 Taxes

Prices do not include, and Customer shall pay taxes and duties levied or imposed by reason of Customer's purchase of the Platform and the transactions covered by an Order, except for taxes based on Rilian's income. If Rilian has the legal obligation to pay or collect taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Rilian with a valid tax exemption certificate or direct-pay letter authorized by the appropriate taxing authority prior to Order fulfillment.

2.4 Renewal Pricing

Rilian may modify prices and fees at any time. Renewal pricing applies only when a Term is renewed. Unless stated otherwise in an Order, on expiration of the current term, Customer can renew for a term of equal duration (a "Renewal Term"). Each Renewal Term will be priced at the fee of the prior term, increased by the greater of the United States Consumer Price Index or five percent (5%).

3. Proprietary Rights

3.1 Intellectual Property Ownership

With the exception of third-party intellectual property rights, all intellectual property rights in and to the Platform, all software, code, algorithms, models, connectors, adapters, templates, scripts, dashboards, user interfaces, specifications, documentation, runbooks, training materials, designs, architectures, and other technology or materials that Rilian provides or makes available in connection with this Agreement ("Rilian Materials") and any copy thereof, and in any ideas, know-how, and programs that may be developed by Rilian in the course of providing the Platform, including any enhancements, derivative works, or modifications thereof (other than Customer Data), remain with Rilian.

3.2 License Grant

Subject to this Agreement, Rilian grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to access and use the Platform and related Rilian Materials solely for Customer's internal business purposes.

3.3 Ownership Acknowledgement

Customer is aware that (i) this Agreement confers only the right to license or use the Platform during an applicable Subscription Term, (ii) this Agreement does not convey any rights of ownership in or to the Platform, and (iii) all of Customer's rights are expressly stated herein, without any implied rights.

3.4 Feedback

From time-to-time Customer may provide Rilian with suggestions, comments and feedback with regard to the Platform (collectively, "Feedback"). Rilian may use such Feedback in any manner it chooses, with no obligation to Customer, provided such Feedback does not identify Customer or any individuals.

3.5 Customer Data

Customer owns all right, title and interest in all Customer Data. Customer grants Rilian and its Affiliates a worldwide, non-exclusive, limited-term license to use, host, copy, transmit, modify, display, perform and make derivative works of the Customer Data in connection with the performance of Rilian's obligations under the Agreement.

3.6 Partner Access

If Customer places an Order through a Partner, Customer authorizes Rilian to provide access to and use of the Platform and Customer Data to the Partner to provision and support the Platform.

3.7 No Source Code

Nothing in this Agreement will be construed to give Customer a right to use, or otherwise obtain access to, any source code from which the Platform or any portion thereof is compiled or interpreted.

3.8 Restrictions

Except as the Agreement expressly permits, Customer shall not, and shall not permit any other party to: (i) reproduce, modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Platform; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, or otherwise transfer or make available the Platform to any third party; (iii) reverse engineer, disassemble, decompile, decode, or adapt the Platform, or otherwise attempt to derive or gain access to the source code of the Platform; (iv) collect any information from or through the Rilian Platform using any automated means; (v) bypass or breach any security device or protection used for or contained in the Platform; (vi) access, tamper with, or use non-public areas of the Rilian Platform; (vii) alter, remove or obscure any copyright or trademark notices; (viii) use the Platform in any manner that infringes any intellectual property right; or (ix) use the Platform in any unlawful manner.

4. Confidential Information

4.1 Definition

"Confidential Information" means any information in any form or medium disclosed by a Party, its employees, contractors or Affiliates ("Discloser") to the other Party ("Recipient"), either directly or indirectly, where such information (i) is marked or otherwise communicated as being "proprietary" or "confidential" or the like, or (ii) should, by its nature or circumstances of disclosure, be reasonably considered to be confidential and/or proprietary.

4.2 Obligations

Except as otherwise expressly authorized herein, Recipient agrees to (a) maintain Discloser's Confidential Information in strict confidence and not use Discloser's Confidential Information except as necessary to perform its obligations or enforce its rights under this Agreement, (b) treat all Confidential Information of Discloser in the same manner as it treats its own proprietary information, but in no case will the degree of care be less than reasonable care.

4.3 Exclusions

Nothing in this Agreement will prohibit or limit either Party's use of information that (i) is already known to the Recipient without restriction; (ii) becomes publicly available without fault of the Recipient; (iii) is rightfully obtained by the Recipient from a third party without restriction; or (iv) is independently developed by the Recipient without use of the Discloser's Confidential Information.

4.4 Survival

Recipient's obligations under this Section shall survive for a period of five (5) years after the expiration or termination of this Agreement, provided, however, that trade secret information will be maintained in confidence for as long as such information remains a trade secret.

4.5 Equitable Relief

The Parties agree that a material breach of this Section may cause irreparable injury to Discloser for which monetary damages would not be an adequate remedy and Discloser shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law.

5. Representations

Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (i) it has obtained all necessary approvals, consents, and authorizations to enter into this Agreement; (ii) the person accepting or executing this Agreement on the Party's behalf has express authority to do so and to bind the Party; and (iii) this Agreement is a valid and binding obligation of the Party.

6. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL MATERIALS, SOFTWARE, DATA, HARDWARE, APPLIANCE, EQUIPMENT AND/OR SERVICES PROVIDED OR LICENSED BY RILIAN HEREUNDER ARE PROVIDED "AS IS" AND "WITH ALL FAULTS," AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, RILIAN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS, OR CONDITIONS OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING, ANY WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, ACCURACY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

RILIAN DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER'S REQUIREMENTS, THAT THE OPERATION OF WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL ERRORS WILL BE CORRECTED OR THAT THE PLATFORM WILL OPERATE IN COMBINATION WITH HARDWARE OR SOFTWARE NOT PROVIDED BY RILIAN.

RILIAN DOES NOT GUARANTEE OR OTHERWISE WARRANT THAT THE PLATFORM WILL RESULT IN THE IDENTIFICATION, DETECTION, CONTAINMENT, ERADICATION OF, OR RECOVERY FROM CUSTOMER'S SYSTEM THREATS, VULNERABILITIES, MALWARE, MALICIOUS SOFTWARE, OR OTHER MALICIOUS THREATS.

7. Indemnification

You agree to defend, indemnify, and hold harmless Rilian, its Affiliates, licensors, and Partners, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the Platform.

8. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITY ARISING OUT OF: (i) PERSONAL INJURY OR DEATH; (ii) MISUSE OR VIOLATION OF RILIAN'S INTELLECTUAL PROPERTY RIGHTS BY CUSTOMER; (iii) PAYMENT OBLIGATIONS FOR THE PLATFORM; (iv) WILLFUL MISCONDUCT OR FRAUD BY A PARTY; AND/OR (v) AMOUNTS PAYABLE TO THIRD PARTIES UNDER SECTION 7 (INDEMNIFICATION), IN NO EVENT WILL: (a) EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER; AND (b) EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY.

9. Term and Termination

9.1 Term

The term of this Agreement begins on the Effective Date and will remain in force and effect until it is terminated in accordance with the terms of this Agreement (the "Term").

9.2 Termination

This Agreement or any Order may be terminated: (i) by Rilian, effective on written notice to Customer, if Customer fails to pay any amount when due, where such failure continues more than thirty (30) days after Rilian's delivery of written notice thereof; (ii) by either Party, effective on written notice to the other Party, if the other Party materially breaches this Agreement and the breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or (iii) by either Party, effective immediately, in the event of insolvency or bankruptcy of the other Party.

9.3 Effect of Termination

Upon termination of this Agreement or any Order, the rights and licenses granted to Customer will terminate automatically. Customer will return or destroy all Rilian Materials, and will pay all previously accrued amounts due to Rilian in accordance with Section 2.

9.4 Survival

Sections 3 (Proprietary Rights), 4 (Confidential Information), 5 (Representations), 6 (Disclaimer), 7 (Indemnification), 8 (Limitations of Liability), and 9.3 (Effect of Termination) survive any termination or expiration of this Agreement.

10. Marketing

With written permission from Customer, Rilian may display Customer's company name and logo and may identify Customer as a Rilian customer in a manner that does not suggest Customer's use or endorsement of any specific Third-Party Technology.

11. Compliance with Laws

11.1 General Compliance

Each Party agrees to comply with all laws directly applicable to such Party in the performance of this Agreement, including but not limited to, applicable export and import, anti-corruption, data protection and employment laws.

11.2 Export Controls

Customer acknowledges and agrees the Platform shall not be used, transferred, or otherwise exported or re-exported to regions that the United States and/or the European Union maintains an embargo or comprehensive sanctions, or for any purpose prohibited by Export Administration Regulations.

12. Miscellaneous

12.1 Subcontracting

Rilian may use subcontractors, vendors and other service providers in the performance of its obligations hereunder as it deems appropriate; provided that Rilian remains responsible for their performance.

12.2 Entire Agreement

This Agreement, together with all Orders and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

12.3 Notices

Notices must be in writing and will be deemed effective when personally delivered, when received by electronic mail (when confirmed), or when delivered by overnight courier. Rilian Technologies, Inc., 6731 Whittier Avenue, Suite A100, McLean, VA 22101, United States.

12.4 Amendment and Modification; Waiver

No amendment to or modification of this Agreement by Customer is effective unless it is in writing and signed by an authorized representative of Rilian. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving.

12.5 Severability

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement.

12.6 Governing Law; Jurisdiction

This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Delaware, excluding its conflicts-of-law principles. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be state and federal courts in Wilmington, Delaware.

12.7 Assignment

Rilian may assign this Agreement without consent to: (i) an Affiliate; (ii) a surviving entity in case of merger, acquisition, or sale of all or substantially all of its shares or the assets to which this Agreement relates; or (iii) a successor entity after an internal reorganization or entity conversion.

12.8 Relationship of Parties

The Parties agree and acknowledge that the relationship of the Parties is in the nature of an independent contractor. This Agreement shall not be deemed to create a partnership or joint venture and neither Party is the other's agent, partner, employee, or representative.

12.9 Force Majeure

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's reasonable control, including acts of God, flood, fire, earthquake, explosion, war, invasion, hostilities, terrorist threats or acts, riot, government order, law or actions, national or regional emergency, strikes, labor stoppages, telecommunication breakdowns, or power outages.

12.10 No Third-Party Beneficiaries

No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns.

12.11 Controlling Language

This Agreement was negotiated and executed in English, and if it is translated into other languages, the original English language version shall be controlling.