Terms of Service | SEO Genius

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Plain-English summary (30-second read)

SEO Genius is a US-only B2B software product made by Rize Digital. To use it you must be a US resident, at least 18 years old, and authorized to bind the business on whose behalf you sign up.

You keep ownership of your data and your website content. You give us a license to use that data to run the Service for you. We also use aggregated, anonymized patterns across all customers to improve the product. We never share your business name, URLs, or client data outside your account.

We bill through Stripe. Monthly subscriptions renew monthly and are non-refundable for the current period. Annual subscriptions get a pro-rated refund if you cancel within 14 days of the most recent annual charge. You can cancel anytime from the Stripe Customer Portal.

We do not guarantee any SEO outcome (rankings, traffic, leads, calls). We do not guarantee uptime during beta.

Disputes are resolved by individual arbitration with a small-claims carve-out and a class-action waiver. You have 30 days from account creation to opt out of arbitration.

This summary is not the contract. The numbered sections below are.

1. Acceptance and scope

1.1 Acceptance

These Terms of Service (the "Terms") form a binding agreement between you ("you," "User," or "Customer") and [LEGAL ENTITY NAME: pending] ([ENTITY FORM: pending], [STATE OF FORMATION: pending]) ("we," "us," "Rize Digital," or "Company"), doing business as SEO Genius. By creating an account, clicking "I accept," or otherwise accessing or using the SEO Genius platform (the "Service"), you agree to these Terms. If you do not agree, do not access or use the Service.

If you are using the Service on behalf of a business, organization, or other legal entity, you represent that you are authorized to bind that entity to these Terms, and "you" and "Customer" refer to that entity.

1.2 Eligibility

To use the Service you must:

Be at least eighteen (18) years old.
Be a resident of the United States. The Service is currently offered only to US residents. Users in the European Union, the United Kingdom, the European Economic Area, Switzerland, and other regions outside the United States are blocked from creating accounts and are not permitted to use the Service. By creating an account, you represent and warrant that you are a resident of the United States.
Be authorized to bind your business if you are signing up on its behalf.
Not be barred from using the Service under applicable US law, sanctions programs, or any prior suspension or termination by us.

We may verify eligibility at any time and may suspend or terminate any account that does not meet these requirements.

1.3 Updates to these Terms

We may update these Terms from time to time. When we make a material change, we will provide notice by email to the address on your account at least thirty (30) days before the change takes effect. For non-material changes, we will post an in-app banner and update the "Last updated" date. Your continued use of the Service after a change takes effect constitutes acceptance. If you do not agree to a change, your sole remedy is to cancel your account before the change takes effect.

1.4 Order of precedence

If there is a conflict between these Terms and any other document we publish about the Service, the order of precedence is: (a) any signed order form or enterprise agreement between you and us; (b) the Privacy Policy, as to matters of Personal Information handling that it governs; (c) for accounts enrolled in beta, the Beta Addendum, which controls over these Terms only on beta-specific matters; (d) these Terms, which control on all other matters; (e) any acceptable use policy or other published policy linked from these Terms. The Beta Addendum does not displace these Terms on matters that are not beta-specific.

2. The Service

2.1 What SEO Genius is

The Service is a software-as-a-service platform that helps Users analyze, plan, execute, and measure search engine optimization ("SEO") work for websites they own or are authorized to manage. The Service may include website crawling, integration with Google Search Console, Google Analytics 4, and Google Business Profile, ranking and SERP data via third-party providers, content recommendations, action tracking, outcome measurement, and related features.

2.2 Beta status

As of the effective date of these Terms, the Service is in beta. Features may change, break, or be removed without notice. Service availability is not guaranteed during beta. Users enrolled in beta also accept the Beta Addendum, which controls over any conflicting term in these Terms on beta-specific matters (see Section 1.4 and the Beta Addendum Section 1).

2.3 Plans

The Service is offered in multiple plan tiers, currently Free, Pro, Agency, and Enterprise. Current pricing, feature inclusions, and plan limits are published at [pricing page URL: pending]. We may change plan structure, pricing, or feature inclusions, and any change to your active subscription is governed by Section 4 below.

2.4 No service-level commitment during beta

We do not commit to any uptime, response time, support response, or other service-level metric during beta. Section 8 (Disclaimers) and Section 9 (Limitation of Liability) apply in full.

3. Accounts

3.1 One account per business

You may create one account per business entity. Multiple individual users within the same business may be invited to a shared workspace where the Service supports it. Creating multiple accounts to evade plan limits, free-tier limits, or any restriction we impose is a violation of these Terms.

Account creation requires email verification via one-time password ("OTP"). We recommend you enable two-factor authentication ("2FA") where available. You are responsible for keeping your credentials, OTP devices, and authentication factors secure.

3.3 Your responsibility for account activity

You are responsible for all activity that occurs under your account, including activity by users you invite. Notify us immediately at security@rizedigital.io if you suspect unauthorized access to your account.

3.4 Suspension and termination by us

We may suspend or terminate your account if we reasonably believe you have violated these Terms, engaged in fraud or abuse, posed a security risk to the Service or to other Users, or failed to pay amounts owed. Where the circumstances allow, we will give you notice and a chance to cure. Where they do not (for example, an active security incident or a court order), we may act first and notify you afterward.

3.5 Closing your account

You may close your account at any time from the account settings page or by emailing support@rizedigital.io. Closing your account ends your right to use the Service. Data retention after closure is governed by our Privacy Policy and by Section 11 below.

4. Subscription, billing, and auto-renewal

4.1 Billing through Stripe

All paid subscriptions are billed through Stripe, our payment processor. We do not store your full card number. Your use of Stripe's services is subject to Stripe's own terms. Stripe may add taxes to your charge as required by your jurisdiction.

4.2 Plan terms

Monthly subscriptions are billed monthly in advance. Each billing period is one calendar month from the date of your first charge.
Annual subscriptions are billed annually in advance. Annual subscriptions receive a discount equivalent to two (2) months free compared to twelve (12) months of monthly billing, as reflected on the pricing page.
Free plans do not auto-renew because there is no recurring charge.

4.3 Auto-renewal (CONSPICUOUS DISCLOSURE)

YOUR SUBSCRIPTION AUTOMATICALLY RENEWS. By starting a paid subscription, you authorize us, through Stripe, to charge the payment method on file on a recurring basis until you cancel.

For each paid subscription you select, the following applies:

What renews: the same SEO Genius plan you selected, at the then-current price.
How often you will be charged: monthly for monthly plans; annually for annual plans.
The amount you will be charged: the price of your selected plan as published on the pricing page at the time of renewal, subject to Section 4.6 below.
How to cancel: you can cancel at any time by signing in to the Stripe Customer Portal from your account settings, where cancellation takes effect with a single confirmation step. You may also cancel by emailing support@rizedigital.io. Cancellation stops future renewals. It does not end your access for the current paid period unless you specifically request immediate termination.

We provide an annual reminder notice for annual subscriptions that discloses the product to which the renewal applies, the frequency and amount of the charge, and the means to cancel, sent to the email address on your account. [Counsel to confirm the exact required content, format, and timing windows against California's Automatic Renewal Law (AB 2863) and to confirm the at-checkout bordered disclosure box and non-preselected consent checkbox are placed on the Stripe Checkout surface.]

4.4 Cancellation

You may cancel any subscription from the Stripe Customer Portal accessible inside your account, or by emailing support@rizedigital.io. We do not require a phone call, a chat session, a survey, or any retention conversation as a condition of cancellation.

When you cancel:

Monthly subscriptions: cancellation takes effect at the end of the current paid period. You retain access through that date. No refund of the current period's fee is offered.
Annual subscriptions: cancellation takes effect at the end of the current paid annual period. You retain access through that date, subject to Section 4.5 (refunds).

4.5 Refunds

Annual subscriptions. If you cancel an annual subscription within fourteen (14) calendar days of the most recent annual charge, you are eligible for a pro-rated refund of the unused portion of that annual term. Pro-rating is calculated from the date of cancellation through the end of the annual term. Refunds are issued to the original payment method via Stripe and typically appear within five to ten business days.
Monthly subscriptions. Monthly subscriptions are non-refundable. If you cancel a monthly subscription, your access continues through the end of the current paid month and is not refunded.
Free plan. No refunds apply because no fee is charged.
Beta credits or promotional pricing. Refunds are not offered for plans that were promotional, discounted at zero cost, or otherwise extended without a paid charge.

To request a refund eligible under this Section, email billing@rizedigital.io within the fourteen-day window with your account email and the charge in question.

4.6 Price changes

We may change prices, plan inclusions, or plan limits at any time. For active subscriptions, we will give you at least thirty (30) days advance notice by email of any price increase or any material reduction in plan inclusions that affects you. If you do not agree to the change, you may cancel before it takes effect and will not be charged the new amount. Continued use after the change takes effect constitutes acceptance.

4.7 Taxes

Subscription prices do not include taxes. You are responsible for all sales, use, value-added, or other taxes applicable to your subscription, except for taxes based on our net income. Stripe Tax may calculate and add the required tax at checkout based on your billing address.

4.8 Failed payments

If a payment fails, Stripe will retry per its standard retry schedule. If payment ultimately fails, we may suspend access to paid features until payment is resolved. We may also terminate the account after a reasonable cure period.

4.9 Chargebacks

If you dispute a charge through your card issuer rather than contacting us, we may suspend or terminate your account. We will respond to disputes with documentation of the transaction and your acceptance of these Terms. Contact billing@rizedigital.io first; we resolve most billing issues without escalation.

5. User content and data license

5.1 You own your content and data

As between you and us, you retain all right, title, and interest in and to:

The data you upload, connect, or otherwise provide to the Service ("Customer Data"), including website URLs you submit, Google Search Console data, Google Analytics 4 data, Google Business Profile data, content you paste or upload, and any third-party data you authorize us to access on your behalf.
The content of your website(s).
Your trademarks, business name, and any other intellectual property of yours that may appear in the Service.

5.2 License you grant us

You grant Rize Digital a non-exclusive, worldwide, royalty-free license to access, host, store, copy, process, transmit, display, and create derivative works of your Customer Data solely as necessary to:

Provide, maintain, and improve the Service for you.
Enforce these Terms and protect the rights and safety of users, third parties, and us.
Comply with applicable law and lawful requests from authorities.
Generate the aggregated, anonymized derivatives described in Section 5.4 below.

This license is sublicensable to our service providers (sub-processors) acting on our behalf to deliver the Service. The license terminates within a reasonable period after you delete your account, subject to the retention obligations and exceptions described in our Privacy Policy.

We do not sell or share your Customer Data for monetary or other valuable consideration in the sense defined by the California Consumer Privacy Act and the California Privacy Rights Act. See the Privacy Policy for full California disclosures.

5.4 Learning loop disclosure (contractual participation)

By accepting these Terms, you authorize us to derive aggregated, anonymized patterns from your usage of the Service to improve the platform for all users. These aggregated patterns:

Never include your business name, your website URL, your client identifiers, the identity of any person, or any personally identifying information.
Never leave your tenant boundary in raw form. Only aggregate scoring deltas, action types, outcome ranges, and similar statistics derived from large populations of users may inform cross-tenant insights.
Are used to improve the Service's recommendations, detection logic, and effectiveness for the benefit of all customers, including you.

Participation in this aggregated learning is part of the consideration for the Service and is not separately opt-in or opt-out during beta. See our Privacy Policy for the technical details, the data minimization controls, and the precise sub-processor list.

5.5 Feedback license

If you submit feedback, suggestions, ideas, bug reports, or feature requests to us, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use that feedback for any purpose, including incorporating it into the Service, without obligation to you. We will not publicly attribute feedback to you by name or identifying detail without your prior consent. For Users enrolled in beta, the feedback license in Section 4 of the Beta Addendum is the controlling statement of this grant; that Section 4 governs feedback you submit during beta and survives the end of your beta enrollment and the termination of these Terms. Where this Section 5.5 and the Beta Addendum Section 4 differ, the Beta Addendum Section 4 controls for beta Users; this Section 5.5 governs all other Users.

5.6 Your representations about Customer Data

You represent and warrant that:

You own or have all necessary rights, licenses, consents, and permissions to provide the Customer Data to us and to grant the license in Section 5.2.
For any website URL or domain you submit to the Service for crawling, audit, or analysis, you (a) are the owner of the domain, or (b) have written authorization from the owner to authorize automated access to the site.
The Customer Data does not violate any applicable law, infringe any third party's intellectual property or privacy rights, or contain any malicious code.

6. Our intellectual property

6.1 Ownership of the Service

The Service, including the platform, the memory engine, the recommendation logic, the user interface, the agent prompts, the schema, the documentation, the underlying software, and all related improvements, modifications, and derivatives, is owned by Rize Digital and protected by US copyright, trademark, and other intellectual-property laws. No rights are granted to you except as expressly set out in these Terms.

6.2 Open-source components

The Service incorporates open-source software components. Each such component is licensed under its respective open-source license. The use of open-source components does not grant you any rights in the proprietary portions of the Service.

6.3 Trademarks

"SEO Genius," "Rize Digital," the SEO Genius logo, and related marks and trade dress are trademarks of Rize Digital. You may not use them without our prior written consent except for true and accurate reference to the Service.

6.4 License to you

Subject to your compliance with these Terms, we grant you a revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes during the term of your subscription.

7. Acceptable use

7.1 Site ownership and authorization

You may only submit website URLs or domains to the Service for crawling, audit, or analysis if you own them or have written authorization from the owner. Adding a site to the Service is your attestation of ownership or written authorization. You agree to indemnify and hold us harmless for any third-party claim arising from a crawl initiated by you against a site you did not own or were not authorized to access.

7.2 Competitor URL analysis

You may submit a limited number of competitor URLs per workspace (currently up to three) for public-data competitive analysis. The Service performs queries against publicly available search results and SERP data; it does not access the competitor's private systems. You warrant that any competitor URL you submit is for legitimate competitive-intelligence purposes and not for negative SEO, defamation, or other improper use.

7.3 Prohibited conduct

You agree not to, and not to permit any person to:

Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, model selection logic, memory engine internals, or recommendation algorithms of the Service, except to the extent applicable law expressly permits.
Use the Service to build, market, or operate a product that competes with the Service.
Share your account credentials with anyone outside your business, or create multiple accounts to exceed plan limits or evade restrictions.
Use the Service to perform any action against a third-party site that you are not authorized to perform, including unauthorized crawling, scraping, or data extraction.
Configure crawls in a manner intended to evade rate limits, bot detection, CAPTCHA, or similar protections on any third-party site.
Use the Service to send spam, conduct unsolicited marketing, or harass any person.
Use the Service for any unlawful purpose or in violation of any applicable law, including US export controls and economic sanctions.
Probe, scan, or test the vulnerability of the Service or interfere with its operation.
Upload or transmit malicious code or content that contains viruses, worms, or similar harmful elements.
Misrepresent your identity or your authority when interacting with the Service or with our personnel.

7.4 Crawler hygiene

Our crawler identifies itself as SEOGeniusBot with a contact URL, honors robots.txt directives, respects Crawl-Delay, and rate-limits by default to one request per second per host. You may not direct the crawler to override these defaults against any site you do not own.

7.5 Consequences of violation

We may suspend or terminate your account, refuse to provide the Service, remove or refuse to process Customer Data, and pursue any legal remedy available to us for any violation of this Section 7. Where reasonable, we will give notice and a chance to cure; for serious or repeated violations, we may act without prior notice.

8. Disclaimers and warranties

8.1 AS-IS, AS-AVAILABLE

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIZE DIGITAL DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

8.2 No outcome guarantee

WE DO NOT GUARANTEE ANY SEO OUTCOME. We do not promise that your website will rank in any specific position, that your traffic will increase, that your leads or phone calls will increase, that your revenue will improve, or that any other business or marketing metric will move in any direction. Search engine algorithms, user behavior, competitive activity, and many other factors outside our control affect SEO outcomes.

8.3 No uptime guarantee during beta

During beta, the Service may experience outages, performance degradation, data loss, and downtime without notice. We do not commit to any service-level metric. See the Beta Addendum for additional beta-specific terms.

8.4 Third-party data and services

The Service incorporates data and services from third parties, including Google Search Console, Google Analytics 4, Google Business Profile, DataForSEO, Anthropic, OpenRouter, Stripe, Supabase, Sentry, Resend, and others identified in our sub-processor list. We do not warrant the accuracy, completeness, or availability of third-party data or services and are not responsible for third-party outages, errors, or changes.

8.5 State law

Some states do not allow the exclusion of certain implied warranties. In those states, our warranties are limited to the minimum extent permitted by law.

9. Limitation of liability

9.1 Cap on liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF RIZE DIGITAL AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED US DOLLARS ($100.00) OR (B) THE TOTAL AMOUNT YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in this Section 9 limits or excludes liability for fraud, willful misconduct, gross negligence, a party's indemnification obligations, breach of confidentiality, infringement of the other party's intellectual property, or any liability that cannot be limited or excluded under applicable law (including California Civil Code § 1668). [Counsel to confirm the final carve-out language before public publish.]

9.2 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RIZE DIGITAL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The carve-out in Section 9.1 applies to this Section 9.2 as well.

9.3 Basis of the bargain

THE LIMITATIONS IN THIS SECTION 9 ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND US. THE PRICING OF THE SERVICE REFLECTS THE ALLOCATION OF RISK SET OUT IN THESE TERMS. IF ANY LIMITATION IS HELD UNENFORCEABLE, IT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9.4 State law

Some states do not allow the exclusion or limitation of certain damages. In those states, our liability is limited to the minimum extent permitted by law.

10. Indemnification

10.1 Your indemnification of us

You agree to indemnify, defend, and hold harmless Rize Digital and its affiliates, officers, employees, and agents from and against any third-party claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:

Your breach of these Terms.
Your Customer Data, including any claim that your Customer Data violates law or infringes any third party's intellectual property, privacy, or other right.
A crawl, audit, or other action you initiated against a website or domain you did not own or were not authorized to access.
Your use of the Service in violation of Section 7 (Acceptable Use).

10.2 Our indemnification of you

We will defend you against any third-party claim alleging that your authorized use of the Service in accordance with these Terms infringes a US patent, copyright, or trademark of that third party, and we will pay any damages finally awarded against you on such a claim or any settlement we agree to. This obligation does not apply to claims arising from (a) your Customer Data, (b) your combination of the Service with any product, service, or data not provided by us where the claim would not have arisen but for the combination, (c) your modification of the Service, or (d) your use of the Service after we notified you of an alleged infringement and provided a non-infringing alternative.

10.3 Procedure

The indemnifying party's obligations are conditioned on the indemnified party (a) giving prompt written notice of the claim, (b) granting the indemnifying party sole control of defense and settlement (provided that no settlement may impose a non-monetary obligation on the indemnified party without its prior consent), and (c) providing reasonable cooperation at the indemnifying party's expense.

11. Termination

11.1 Termination by you

You may terminate these Terms at any time by closing your account as described in Section 3.5. Termination does not entitle you to a refund except as expressly provided in Section 4.5.

11.2 Termination by us

We may terminate or suspend these Terms or your access to the Service at any time if you breach these Terms, fail to pay amounts owed, or for any other reason allowed by these Terms or by law. For non-cause termination of a paid plan, we will refund the unused portion of any prepaid fees on a pro-rated basis.

11.3 Effect of termination on Customer Data

After termination or account closure, we will provide a thirty (30) calendar day window during which you may export your Customer Data from the Service. After the export window, we will delete your Customer Data within the retention periods described in our Privacy Policy, subject to lawful exceptions (billing records retained for tax purposes, anonymized logs, backups subject to standard rotation, and data that must be retained by law).

11.4 Survival

The following Sections survive termination of these Terms: Section 5.5 (Feedback license, as qualified by the Beta Addendum Section 4 for beta Users), Section 6 (Our intellectual property), Section 8 (Disclaimers), Section 9 (Limitation of liability), Section 10 (Indemnification), Section 11.3 (Effect of termination on Customer Data), Section 12 (Governing law and dispute resolution), and Section 13 (Miscellaneous).

12. Governing law and dispute resolution

12.1 Governing law

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of [GOVERNING LAW STATE: pending, recommended state of Rize Digital's formation], without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Informal resolution first

Before filing a claim, you agree to try to resolve the dispute informally by sending a written notice to legal@rizedigital.io describing the dispute and the relief you seek. We will try to resolve the dispute by contacting you. If we cannot resolve the dispute within thirty (30) days after we receive your notice, either of us may commence a formal proceeding under this Section 12.

12.3 Binding individual arbitration

Except as set out in Sections 12.4 and 12.6, any dispute arising out of or relating to these Terms or the Service ("Dispute") will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, as modified by these Terms. The arbitration will be conducted by a single arbitrator. The seat of the arbitration is [ARBITRATION VENUE: pending, recommended same state as governing law], and the language is English. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. [Counsel to confirm AAA rules fit a B2B SaaS context, confirm cost-allocation enforceability in the chosen state, and add a mass-arbitration cost framework.]

12.4 Small-claims carve-out

Either of us may bring an individual action in small-claims court of competent jurisdiction in lieu of arbitration, as long as the action remains in small-claims court and is not removed or appealed to a court of general jurisdiction.

12.5 Class-action waiver

YOU AND WE EACH AGREE TO BRING ANY DISPUTE ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. If a court or arbitrator determines that this waiver is unenforceable as to any claim, that claim must be severed from the arbitration and brought in court, and the remainder of this Section 12 continues to apply. Nothing in this Section 12 waives any right to seek public injunctive relief to the extent that right cannot be waived under applicable law. [Counsel to confirm the McGill v. Citibank public-injunction carve-out before public publish.]

12.6 Opt-out of arbitration

You may opt out of the arbitration and class-action waiver in this Section 12 by sending written notice to legal@rizedigital.io within thirty (30) calendar days of the date you first accept these Terms. The notice must include your name, the email on your account, and a clear statement that you are opting out of arbitration. If you opt out, Disputes will be resolved in the state or federal courts located in [COURT VENUE: pending], and you and we each consent to the exclusive jurisdiction and venue of those courts.

12.7 Injunctive relief

Notwithstanding Section 12.3, either of us may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual-property rights or confidential information, pending the outcome of arbitration.

12.8 Time limit

Any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the cause of action accrues, or the claim is permanently barred, to the extent permitted by applicable law.

13. Miscellaneous

13.1 Entire agreement

These Terms, together with the Privacy Policy, the Beta Addendum (if applicable), any order form or enterprise agreement, and any policies referenced in these Terms, constitute the entire agreement between you and us about the Service and supersede all prior or contemporaneous agreements, proposals, or representations.

13.2 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision is reformed to the minimum extent necessary to make it valid and enforceable while preserving its intent.

13.3 No waiver

Our failure to enforce any provision of these Terms is not a waiver of that provision or any other. A waiver is effective only if in writing and signed by an authorized representative of Rize Digital.

13.4 No third-party beneficiaries

These Terms do not create any third-party beneficiary rights.

13.5 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, restructuring, or sale of substantially all of our assets, on written notice to you. Any assignment in violation of this Section 13.5 is void.

13.6 Force majeure

Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, internet or utility outages, third-party service failures, pandemics, or natural disasters. Payment obligations are not excused by force majeure.

13.7 Independent contractors

You and we are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, or employment relationship.

13.8 Notices

Notices to you may be given by email to the address on your account or by in-app notice. Notices to us must be sent to legal@rizedigital.io with a copy to [LEGAL MAILING ADDRESS: pending]. Notices are deemed received on the next business day after sending if sent by email, or three business days after deposit with a recognized courier if sent by mail.

13.9 Headings

Section headings are for convenience only and do not affect interpretation.

13.10 Construction

Words like "including" and "for example" are illustrative and not exhaustive.

13.11 Export controls and sanctions

You may not use the Service in violation of US export-control laws or economic sanctions, and you represent that you are not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive US sanctions.

13.12 Government users

The Service is "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. § 2.101. Government users acquire only those rights set out in these Terms.

14. Contact

For any questions about these Terms, contact:

Legal: legal@rizedigital.io
Billing: billing@rizedigital.io
Security: security@rizedigital.io
Support: support@rizedigital.io
Mailing address: [LEGAL MAILING ADDRESS: pending]

END OF v1 INTERIM. Adopted for beta per N18. Counsel ratification deferred to post-scale.