Terms of Service

These Terms of Service (the “Terms”) constitute a legally binding agreement between Rival, Inc. (“Rival,” “we,” “us,” or “our”) and each person or entity that accesses or uses Rival’s website, marketplace, APIs, or related services (collectively, the “Services”). By using the Services, you agree to these Terms and our Privacy Policy. In addition, developers also agree to the Developer/Creator Terms at Addendum A. If you do not agree to these agreements, do not access or use the Services.

1. Dispute Resolution and Arbitration

Binding Arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (collectively, "Disputes") shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in Atlanta, Georgia before a single arbitrator mutually agreed upon by the parties or, if the parties cannot agree, appointed by the AAA. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

Costs of Arbitration. Except where prohibited by law, each party shall bear its own attorneys' fees and costs, and the parties shall share equally all AAA administrative fees and arbitrator compensation, unless the arbitrator determines that such allocation would be unjust under the circumstances.

Exceptions to Arbitration. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

2. Eligibility and Account

• You must be at least 18 years old and able to form a binding contract.

• If you create an account on behalf of an organization, you represent that you have authority to bind that entity; “you” includes both you and the organization.

• You are responsible for safeguarding your account credentials and for all activity under your account. Notify support@rival.io immediately of any unauthorized use. Rival is not liable for losses caused by your failure to maintain account security.

3. Grant of License

Rival grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use the Services for lawful purposes consistent with these Terms.

4. Prohibited Activities

4.1 Illegal or Unlawful Activities

You may not use the Services to engage in, promote, or assist with any activity that violates applicable law, regulation, or governmental order, including but not limited to:

• Intellectual-property infringement, including unauthorized use or distribution of copyrighted code, models, or data.

• Unauthorized access to networks, systems, or data (e.g., hacking, penetration testing without consent, or credential theft).

• Distribution or creation of malware, ransomware, automated spam, or phishing content.

• Money laundering, fraud, or deceptive commercial practices.

• Export control or sanctions violations, including use in embargoed countries or by restricted entities.

1. You must comply with all applicable local, state, national, and international laws, including sanctions, export controls, and regulations governing AI, privacy, and intellectual property.

4.2 Abusive, Hateful, or Harmful Activities

You may not use the Services to:

• Harass, threaten, abuse, defame, or harm any person or group.

• Generate or distribute obscene, pornographic, or otherwise offensive material.

• Promote hate, violence, or discrimination based on race, gender, religion, nationality, sexual orientation, or any protected category.

• Stalk or dox individuals, including through data scraping or model generation.

• Exploit or harm minors.

• Generate or distribute non-consensual sexual imagery, deepfakes, or content involving minors.

4.3 Security Violations

You may not engage in any activity that compromises the security or availability of the Services, including:

• Attempting to probe, scan, or test system or network vulnerabilities.

• Circumventing or breaching security, authentication, or access controls.

• Interfering with or disrupting servers, APIs, or other network components.

• Using the Services to upload, host or distribute Harmful Code (including viruses, trojans, or crypto-miners).

• Exploiting bugs, vulnerabilities, or misconfigurations to gain unauthorized advantage.

1. In addition, you may not use the Services to compromise the security of any other user of the Services, including but not limited to using the Services to steal data from other users.

4.4 Resource Abuse and Platform Misuse

You may not misuse Rival’s infrastructure or resources, including:

• Excessive or automated requests that degrade system performance.

• Running computationally intensive operations without authorization or outside your plan limits.

• Using scripts, bots, or automation tools to artificially inflate traffic, metrics, or rankings.

• Circumventing billing, usage, or metering systems.

4.5 License and Intellectual Property Violations

You may not:

• Use or distribute models, datasets, or code in violation of their applicable open-source or commercial licenses.

• Modify, resell, or redistribute functions or models obtained through Rival without permission where licenses prohibit it.

• Remove or alter copyright, attribution, or license notices.

• Misrepresent your ownership or authorship of models, outputs, or code.

4.6 AI Misuse and Unethical Applications

You may not use Rival or any function hosted on Rival to:

• Generate or distribute unlawful, infringing, defamatory, or deceptive material;

• Develop, train, or deploy systems for surveillance, biometric tracking, or weapons development.

• Create or distribute deceptive, manipulated, or synthetic media intended to mislead, impersonate, or defraud, including but not limited to misleading others into believing AI-generated content is human-authored when it is not.

• Engage in automated decision-making or profiling with legal or material impact on individuals without transparency and consent.

• Generate misinformation, political propaganda, or spam content at scale.

• Violate data-protection, privacy, or consumer-protection laws when training or publishing models.

4.7 Misuse of Rival’s Services

You may not use Rival or any function hosted on Rival to:

• copy, modify, or create derivative works of the Services;

• reverse-engineer, decompile, or otherwise attempt to extract source code;

• resell, lease, or provide the Services to third parties without authorization;

4.8 Data Integrity and Compliance

You must ensure all data, code, and content you upload or process through the Services:

• Comply with all applicable laws (including export, privacy, and data-protection laws).

• Do not infringe the rights or intellectual property of others.

• Do not include personal or sensitive data without proper authorization.

5. Marketplace and Content

5.1 User Content

You may upload or submit code, models, data, documentation, textual content, metadata, or branding assets (“User Content”) through the Services. You retain ownership of your User Content, but you grant Rival a worldwide, royalty-free, transferable license to host, reproduce, distribute, and display that content as necessary to operate and promote the marketplace.

You represent that you have all rights and permissions to post and license your User Content and that it does not infringe or violate any third-party rights or laws.

5.2 Function Purchases and Sales

Transactions between buyers and sellers of functions or code occur directly between those parties. Rival provides the platform but is not a party to those transactions unless explicitly stated in writing. Payments are processed by third-party providers (e.g., Stripe). Rival does not store full payment information.

5.3 Reviews and Feedback

If you submit feedback, suggestions, or bug reports, you grant Rival a perpetual, irrevocable license to use and incorporate them without attribution or compensation.

6. Fees and Billing

Use of paid Services or purchases on the marketplace requires valid payment information.

• Fees are listed in your account dashboard or on our website.

• Rival may change pricing with reasonable prior notice.

• All payments are non-refundable except as required by law.

• You are responsible for applicable taxes, duties, and charges.

Failure to pay may result in suspension or termination of Services.

7. Intellectual Property

Your License to Use the Services

So long as you comply with the terms of this Agreement (including all additional policies linked below), Rival grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Services, including the AI. This license does not allow you to reproduce, modify, duplicate, copy, sell, resell, distribute, transmit, or otherwise exploit (for any commercial purpose or otherwise) any part of the Services—including the User Content of other users—unless you first obtain our written permission.  We reserve all rights not expressly granted in this Agreement. If you breach any provision of this Agreement, your license will automatically terminate.

Rival’s License to Your User Content 

1. As between you and Rival, you are always the owner of your User Content. Rival does not train its foundation AI models on User Content, nor is such content used to train third-party models. User Content is used solely for operational purposes, namely, running workloads, routing decisions, billing, auditing, and reliability, and platform performance and security monitoring.

AI and Intellectual Property Rights

The issue of the intellectual property rights in content created by AI is far from resolved.  Many copyright and patent laws generally require human authorship/inventorship, creating legal uncertainty for AI-generated content.  As of the date of this Agreement, the U.S. Copyright Office requires applicants to disclose AI involvement in submitted works, but the implications of this policy are still developing. By using our Ai, you understand and agree that RIVAL DISCLAIMS ANY WARRANTY THAT YOU WILL HAVE A PROTECTABLE, ENFORCEABLE, OR RECOGNIZED INTELLECTUAL PROPERTY OR OTHER OWNERSHIP INTEREST IN ANY CONTENT YOU GENERATE THROUGH OUR AI.  

Use of Your User Content to Promote Rival

We may use the following user-generated content for promotional purposes: public marketplace listings, including function names, descriptions, tags, and public documentation; public-facing metadata, including usage statistics, and categories or rankings; user testimonials or reviews (only if voluntarily submitted or explicitly designated as public); developer or company names and logos; screenshots or excerpts of public listings or public documentation.

Rival will not republish private or unpublished code, private data or datasets, private execution logs, private prompts or agent logic, nor content marked as confidential or restricted.

Our Intellectual Property 

Our name, logo, AI, product names, website domain, and all content and other materials available through the Services other than your User Content (collectively, the “Rival IP”) are trademarks, copyrights, and intellectual property that are owned by Rival and our third-party licensors and suppliers. Nothing in this Agreement grants you any right, title, license, or interest in the Rival IP. You shall not at any time, nor shall you assist others to, challenge Rival’s right, title, or interest in, or the validity of, the Rival IP.

Copyright Infringement and Our DMCA Policy

Just as we ask you and other users to respect our intellectual property rights, we respect that of others. We follow the notice and takedown procedures in the Digital Millennium Copyright Act ("DMCA"). 

If you believe content on the Services violates your copyright, please immediately notify Rival by emailing a DMCA takedown notice ("Infringement Notice") to us. Your Infringement Notice should include all the information described below:

• Identification of your copyrighted work.

A description of the content you believe infringes your copyright (the “Infringing Content”). Your description should include enough information about the nature and location of the Infringing Content to allow us to locate it on the Services.

• Your name, address, telephone number, and email address.

The name, address, telephone number, email address, or other information (for example, username) of the user who posted the Infringing Content.

• A written statement by you that:

you believe in good faith that the use of the material that you claim to infringe your copyright is not authorized by the copyright owner or by law; and

you declare, under penalty of perjury, that all the information contained in your Infringement Notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf.

• Your signature, whether electronic or physical, as the copyright owner or a person authorized to act on behalf of the copyright owner

You should send your Infringement Notice to info@rival.io with the subject line “DMCA Infringement Notice: [INSERT YOUR NAME]”.  We will respond to all compliant Infringement Notices by taking any action required under the DMCA.

Please note that the DMCA requires that your Infringement Notice be submitted in good faith. This means you are required to evaluate whether the use of your content on the Services is a “fair use,” as fair uses are allowed under the law.  If you are not sure if the Infringing Content infringes your copyright, you should consult with an attorney.  If you submit an Infringement Notice in bad faith, the user who posted the Infringing Content could have legal claims against you. 

Infringement Notices are not anonymous. If we act in response to your Infringement Notice—such as by removing the Infringing Content—we will pass on your Infringement Notice to that user to afford them an opportunity to respond.  

8. Service Availability and Changes

Rival aims to maintain continuous service but does not guarantee uninterrupted or error-free operation. We may modify or discontinue any part of the Services at any time, with or without notice.

9. Disclaimers

THE SERVICES, ALL CONTENT, AND ALL CODE LICENSED THROUGH THE MARKETPLACE (INCLUDING CODE DEVELOPED AND UPLOADED BY THIRD-PARTY DEVELOPERS) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIVAL AND ITS LICENSORS DISCLAIM ALL WARRANTIES—EXPRESS, IMPLIED, OR STATUTORY-INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, RELIABILITY, QUALITY, AND THAT THE SERVICES, CONTENT, OR LICENSED CODE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. RIVAL MAKES NO WARRANTIES REGARDING THE PERFORMANCE, FUNCTIONALITY, OR SUITABILITY OF ANY CODE LICENSED THROUGH THE MARKETPLACE FOR YOUR INTENDED USE OR BUSINESS PURPOSES.

CODE LICENSED THROUGH THE RIVAL MARKETPLACE (INCLUDING AI FUNCTIONS AND ALL OTHER CODE PUBLISHED BY THIRD-PARTY DEVELOPERS) MAY CONTAIN ERRORS, BUGS, SECURITY VULNERABILITIES, OR INTELLECTUAL PROPERTY INFRINGEMENTS, AND MAY PRODUCE UNPREDICTABLE, INAPPROPRIATE, INACCURATE, OR HARMFUL RESULTS. SUCH CODE MAY CAUSE DAMAGE TO YOUR BUSINESS, SYSTEMS, DATA, OR OPERATIONS, OR MAY INFRINGE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. YOU ACKNOWLEDGE AND AGREE THAT:

(a) YOU ARE SOLELY RESPONSIBLE FOR EVALUATING ALL LICENSED CODE BEFORE USE, INCLUDING REVIEWING IT FOR ERRORS, SECURITY VULNERABILITIES, IP INFRINGEMENT RISKS, AND COMPLIANCE WITH YOUR BUSINESS REQUIREMENTS;

(b) YOU ARE SOLELY RESPONSIBLE FOR TESTING ALL LICENSED CODE IN A NON-PRODUCTION ENVIRONMENT BEFORE DEPLOYING IT IN YOUR BUSINESS OPERATIONS;

(c) YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ALL OUTPUTS, RESULTS, AND USES OF LICENSED CODE COMPLY WITH APPLICABLE LAWS, REGULATIONS, AND ETHICAL STANDARDS;

(d) YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF LICENSED CODE, INCLUDING BUT NOT LIMITED TO RISKS OF BUSINESS INTERRUPTION, DATA LOSS, SYSTEM DAMAGE, SECURITY BREACHES, AND INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS;

(e) RIVAL HAS NO OBLIGATION TO REVIEW, TEST, VERIFY, OR VALIDATE ANY CODE UPLOADED BY DEVELOPERS, AND RIVAL MAKES NO REPRESENTATIONS REGARDING THE QUALITY, SECURITY, LEGALITY, OR INTELLECTUAL PROPERTY STATUS OF ANY LICENSED CODE; AND

(f) ANY CLAIMS, DAMAGES, OR LOSSES ARISING FROM LICENSED CODE ARE SOLELY BETWEEN YOU AND THE APPLICABLE DEVELOPER, AND RIVAL SHALL HAVE NO LIABILITY THEREFOR EXCEPT AS EXPRESSLY LIMITED IN THE LIMITATION OF LIABILITY SECTION.

10. Account Security

You are responsible for maintaining the confidentiality of your account credentials and all activity under your account. You must promptly notify Rival of any unauthorized use or security breach.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO THE LIMITATIONS SET FORTH BELOW:

• EXCEPT FOR LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW (INCLUDING LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR PERSONAL INJURY), RIVAL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR ANY BREACH THEREOF, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF RIVAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

• EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW (INCLUDING LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, PERSONAL INJURY, OR DEATH), RIVAL'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY BREACH THEREOF, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE LESSER OF (1) THE TOTAL AMOUNT EITHER YOU PAID RIVAL TO OR THROUGH THE RIVAL PLATFORM, OR YOU RECEIVED THROUGH THE RIVAL PLATFORM, IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (2) US $500. THIS LIMITATION APPLIES TO ALL CLAIMS IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND ANY OTHER TORTS.

Some jurisdictions do not allow the exclusion or limitation of certain damages or liabilities, so some or all of the above limitations and exclusions may not apply to you. In such cases, Rival's liability will be limited to the fullest extent permitted by applicable law. The parties acknowledge that the limitations of liability set forth in this Section are fundamental elements of the basis of the bargain between the parties, and that Rival would not provide the Services without such limitations.

12. Indemnification

12.1 Indemnification by Users to Rival

(a) General Indemnification. You agree to defend, indemnify, and hold harmless Rival, Inc., its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Rival Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(b) User Content and Use of Services. Your use of the Services, including but not limited to your submission, posting, or transmission of User Content through the Services;

(c) Breach of Terms. Your breach or alleged breach of these Terms or any representation, warranty, or covenant contained herein;

(d) Violation of Laws. Your violation of any applicable local, state, national, or international law, rule, or regulation;

(e) Third-Party Rights. Your infringement or misappropriation of any intellectual property rights, privacy rights, publicity rights, or other rights of any third party;

(f) Negligence or Misconduct. Your negligence, willful misconduct, or fraudulent acts or omissions;

(g) Third-Party Claims. Any claims brought by third parties arising out of your use of the Services, your relationship with Rival, and your use of any AI functions and models licensed through the Rival platform; and

(h) Developer Activities. If you are a developer on the platform, any claims arising from AI functions, models, applications, tools, or content you develop, distribute, or make available through the Services.

12.2 Indemnification by Rival for Intellectual Property Claims

(a) Rival's Indemnification Obligation. Rival agrees to defend, indemnify, and hold harmless you and your officers, directors, employees, agents, and affiliates (collectively, the "User Indemnified Parties") from and against any third-party claims, demands, actions, or proceedings alleging that the Services or platform, when used in accordance with these Terms, infringe or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property right of a third party (an "IP Claim"), and Rival shall pay all damages, costs, and attorneys' fees finally awarded against you by a court of competent jurisdiction or agreed to in a settlement approved by Rival.

(b) Exclusions from Rival's Indemnification. Rival's indemnification obligations under Section 12.2(a) shall not apply to IP Claims arising from or relating to:

(i) User Content or any content, data, or materials provided by you or any third party;

(ii) Your use of any AI functions, models or other software licensed through the Rival platform and Services;

(iii) Your use of the Services in combination with products, services, data, or processes not provided or approved by Rival, if the infringement would not have occurred but for such combination;

(iv) Your continued use of the Services after Rival has notified you to discontinue use due to an IP Claim;

(v) Your use of the Services in a manner that violates these Terms or applicable law; or

(vi) Your use of any version of the Services other than the most current version made available by Rival, if the infringement would have been avoided by use of the current version.

(c) Remedies. If the Services or any portion thereof becomes, or in Rival's opinion is likely to become, the subject of an IP Claim, Rival may, at its option and expense: (i) procure for you the right to continue using the Services; (ii) replace or modify the Services to make them non-infringing while providing substantially equivalent functionality; or (iii) if options (i) and (ii) are not commercially reasonable, terminate these Terms and the Services upon written notice to you and refund any prepaid fees for Services not yet rendered on a pro-rata basis.

(d) Sole Remedy. THIS SECTION 12.2 STATES RIVAL'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS RELATED TO THE SERVICES OR PLATFORM.

12.3 Indemnification by Developers to Rival

If you are a developer who creates, distributes, or makes available applications, tools, integrations, or other content through Rival's platform (a "Developer"), you agree to defend, indemnify, and hold harmless the Rival Indemnified Parties from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Developer Applications. Any AI functions, models, applications, tools, integrations, software, or content you develop, distribute, or make available through the Services or platform;

(b) Intellectual Property Claims. Any claims that your Developer AF functions, applications, or content infringe or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property right of any third party;

(c) Data and Privacy. Your collection, use, storage, or disclosure of any user data or personal information through your Developer AI functions and applications, including any violations of applicable privacy laws or regulations;

(d) Security Breaches. Any security breaches, data breaches, or unauthorized access to user data resulting from your Developer AI functions and applications;

(e) Defects and Damages. Any defects, errors, bugs, or malfunctions in your Developer AF functions and applications that cause harm to users or third parties;

(f) Breach of Developer Terms. Your breach of any developer agreement, API terms, or other terms applicable to developers on the platform;

(g) Regulatory Violations. Your violation of any applicable laws, regulations, or industry standards in connection with your Developer applications; and

(h) End User Claims. Any claims brought by end users of your Developer AI functions and applications, including claims for personal injury, property damage, or economic loss.

12.4 Indemnification Procedures

(a) Notice. The party seeking indemnification (the "Indemnified Party") shall promptly notify the indemnifying party (the "Indemnifying Party") in writing of any claim for which indemnification is sought; provided, however, that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by such delay.

(b) Control of Defense. The Indemnifying Party shall have the right to control the defense and settlement of any indemnified claim, provided that: (i) the Indemnified Party may participate in the defense at its own expense; (ii) the Indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent (not to be unreasonably withheld) if such settlement imposes any obligation on the Indemnified Party other than the payment of money that is fully indemnified; and (iii) the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of the claim.

(c) Assumption of Defense. If the Indemnifying Party fails to assume the defense of a claim within thirty (30) days after receiving notice, the Indemnified Party may defend the claim at the Indemnifying Party's expense.

12.5 Survival

The indemnification obligations set forth in this Section 12 shall survive the termination or expiration of these Terms.

13. Term and Termination

These Terms take effect when you first access the Services and remain in force until terminated. Rival may suspend or terminate your access at any time for breach, misuse, non-payment, or to comply with law. Upon termination, your right to use the Services ends, but Sections 5 through 13 survive.

14. Compliance and Export

You agree to comply with all applicable laws, including U.S. export-control and sanctions laws. You may not use the Services if you are located in a country subject to U.S. embargoes or on any government restricted-party list.

15. Enforcement

15.1 Monitoring

Rival may monitor activity on its platform — via automated systems or manual review — to ensure compliance with this Policy and applicable law. Monitoring is conducted in accordance with Rival’s Privacy Policy.

15.2 Violations

If Rival determines that you have violated this Policy, we may, at our discretion:

• Issue a warning or request corrective action.

• Remove or restrict access to specific content or models.

• Suspend or permanently terminate your account.

• Report unlawful activity to relevant authorities.

15.3 No Expectation of Restoration

Once an account is terminated for policy violations, Rival is not obligated to restore access or data.

16. Reporting Abuse

If you believe someone is violating this Policy, or if you encounter harmful or illegal content hosted on Rival, please report it to legal@rival.io with as much detail as possible (including URLs, usernames, or model identifiers). Rival reviews all legitimate complaints promptly.

17. General Provisions

• Entire Agreement: These Terms and Privacy Policy supersede all prior or contemporaneous agreements, representations, warranties, and understandings with respect to the Services, the subject matter of this Agreement.

• Amendments: Rival may modify these Terms by posting an updated version and providing notice to you by email. If you do not opt out of the modified Terms in thirty (30) days, the modified version of the Terms shall become binding.

• Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties, or if such modification is not possible, such provision shall be severed from this Agreement. The validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby, provided that the fundamental purpose and economic balance of this Agreement is preserved.

• Waiver: No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Any waiver shall be limited to the specific instance and shall not be deemed a waiver of any subsequent breach or default.

• Assignment: You may not assign, transfer, delegate, or otherwise dispose of this Agreement or any of its rights or obligations hereunder, whether voluntarily or by operation of law, without the prior written consent of Rival, and any attempted assignment without such consent shall be null and void. Rival may assign this Agreement without consent: (i) to an affiliate or subsidiary; (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; or (iii) to a successor entity. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. Any assignment in violation of this provision shall be void ab initio.

• No Third-Party Beneficiaries: These Terms confer no rights on anyone other than you and Rival.

• Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Fulton County, Georgia, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts. Each party hereby waives any objection to such venue and any claim that such forum is inconvenient.
  
  Notices: All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (i) upon personal delivery; (ii) one (1) business day after being sent by reputable overnight courier service; or (iii) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid. Notices to Rival be sent to: Rival, Inc., at 505 N Angier Ave NE, Atlanta, GA 30308, Attention: Legal Department, Email: legal@rival.io, with a copy to info@rival.io. Notices to you shall be sent to the address and email provided in the applicable Service Order. 

Contact

Rival, Inc.
505 N Angier Ave NE
Atlanta, GA 30308
info@rival.io

ADDENDUM A

Rival Developer / Creator Terms

This Developer and Creator Agreement (the “Agreement”) governs the relationship between Rival Inc., a Delaware corporation (“Rival,” “we,” “our,” or “us”), and the developer, publisher, or organization that publishes functions, models, code, or other digital assets on the Rival marketplace (“Creator,” “you,” or “your”). By publishing or offering any content through Rival’s platform, you agree to these terms. If you are publishing on behalf of an entity, you represent that you are authorized to bind that entity.

1. Definitions

• “Function” means any code, model, API, automation, workflow, or related asset that you upload, publish, or distribute through Rival.

• “Creator Content” means all code, documentation, metadata, images, training data, and other materials you provide in connection with a Function.

• “Marketplace” means Rival’s online platform through which users can access, purchase, and run Functions.

• “User” means any person or organization that accesses, purchases, or uses your Function via Rival.

2. Eligibility

You must maintain a valid Rival account, complete any required identity verification, and be eligible to receive payouts through Rival’s payment processor (e.g., Stripe Connect).

3. Ownership and Licenses

3.1 Your Ownership

You retain all intellectual-property rights in and to your Creator Content, except for the limited licenses granted below.

3.2 License to Rival

You grant Rival a worldwide, non-exclusive, royalty-free, sublicensable license to host, use, copy, display, test, and distribute your Creator Content as necessary to:

• operate, promote, and provide access to your Function on the Marketplace;

• create derivative or cached versions for performance, scaling, or security; and

• display and market your Function in listings, search results, or promotional materials.

This license continues for so long as the Function remains published on Rival.

3.3 License to Users

When you publish a Function, you grant each User a non-exclusive, worldwide license to use your Function within Rival’s environment (or through Rival APIs) under the pricing and terms you select at publication. You may optionally attach a custom open-source or commercial license. If none is specified, the default Rival Marketplace License applies (non-transferable, internal-use-only).

4. Publication and Permanence

4.1 Publication Irrevocability: Once a Function is published and made available on the Marketplace, it cannot be withdrawn, deleted, or hidden except:

• when required by law, DMCA notice, or legal process;

• if Rival determines it violates the Terms of Service or this Agreement; or

• upon Rival’s platform-wide removal for maintenance or security reasons.

This ensures continuity for users who have purchased or integrated the Function.

4.2 Version Updates: You may publish new versions or improvements at any time. Rival may archive prior versions for audit or rollback purposes.

4.3 Third-Party Dependencies & Disclosures: If your Function calls, connects to, or relies on any third-party API, dataset, or database, you must clearly disclose:

• the name of the third-party service;

• data transmitted or processed;

• any fees, rate limits, or licensing terms applicable; and

• any required credentials or keys users must supply.

Failure to disclose external dependencies may result in suspension or removal.

5. Revenue Share and Payments

5.1 Pricing and Revenue Share: You control your Function’s base price, subject to Rival’s minimums and technical constraints. Rival retains a service fee (percentage displayed in your dashboard) and remits the remainder to you as your Creator Earnings.

5.2 Payment Processing: All payments flow through Rival’s payment processor. You must maintain an active, verified payout account. Rival is not responsible for payment delays caused by incomplete or inaccurate information. Payouts are made every thirty (30) days, subject to a minimum account balance threshold of $20.00 USD. 

5.3 Taxes: You are solely responsible for reporting and paying any taxes associated with your earnings. Rival may withhold amounts required by law (e.g., U.S. IRS Form 1099/1042).

6. Warranties and Representations

You represent and warrant that:

• you own or have the right to license all Creator Content it publishes, and such Creator Content does not infringe upon or violate any intellectual property rights, proprietary rights, or other rights of any third party;

• your Functions do not and will not contain any viruses, malware, spyware, Trojan horses, worms, time bombs, or other malicious code, and does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or other proprietary rights of any third party;

• your Functions and their use comply and will continue to comply with all applicable federal, state, and local laws, rules, and regulations (including without limitation export control laws, data protection laws, privacy laws, and all applicable Georgia laws and regulations); 

• your Functions perform substantially in accordance with any documentation, specifications, or descriptions provided by Rival; and

• you will promptly and accurately disclose in writing all dependencies, third-party components, model licenses, open-source software, and data sources used in or with any Functions, including all applicable license terms and restrictions.

7. Rival Rights and Responsibilities

• Rival may review, test, or scan Functions for compliance or security.

• Rival may remove or restrict access to any Function that violates law, this Agreement, or our AUP.

• Rival may feature or promote Functions at its discretion without additional compensation.

• Rival is not liable for loss of data or downtime arising from maintenance, updates, or force-majeure events.

8. Term and Termination

• This Agreement remains in effect while you maintain a Creator account.

• Rival may terminate or suspend your Creator privileges if you breach this Agreement or any applicable law.

• Sections involving Ownership, Publication and Permanence, Warranties survive termination.

• 9. Independent Contractor

Nothing in this Agreement creates an employment, partnership, or agency relationship. You act as an independent contractor, responsible for your own business activities and compliance.