Risely

Terms & Conditions

Risely Terms & Conditions

Last Updated: 12 July 2022

Terms & Condition-Risely
This is an agreement between you or the entity that you represent (hereinafter “You” or “Your”) and Culturro Inc. (hereinafter “Culturro” “Risely”, us, we, our), having its registered office at 16192, Costal Highway, Lewes, County of Sussex, Delaware 19958, governing your use of Risely platform (consisting all products offered by Risely).

Parts of this Agreement

This Agreement consists of the following terms and conditions (hereinafter the “General Terms”) and terms and conditions, if any, specific to the use of individual Services (hereinafter the “Service Specific Terms”). The General Terms and Service Specific Terms are collectively referred to as the “Terms”. In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.

Acceptance of the Terms

You must be of legal age to enter into a binding agreement in order to accept the Terms. If you do not agree to the General Terms, do not use any of our Services. If you agree to the General Terms and do not agree to any Service Specific Terms, do not use the corresponding Service. You may accept the Terms by checking a checkbox or clicking on a button indicating your acceptance of the terms or by actually using the Services. You also accept these terms when you sign a contract with Risely for the use of the Risely platform.

Description of Service

We provide an array of products and services for Culture Assessment and Culture Transformation (“Service” or “Services”). You may use the Services for your organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.

Subscription to Trial or Pilot Service

We may offer certain Services as trial (“Trial Service” or “Pilot Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of the services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Trial Services as commercial services. You will be under no obligation to acquire a subscription following the use of Trial Services. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Trial Services with or without notice to you. You agree that Risely will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension, or discontinuance of any of the Trial Services for any reason.

Modification of Terms of Service

We may modify the Terms upon notice to you at any time through a service announcement or by sending an email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least 30 days’ advance notice of the changes by email to your primary email address. You may terminate your use of the Services by providing Risely notice by email within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with the use of the Services. In the event of such termination, you will be entitled to a prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.

User Sign up Obligations

You need to sign up for a user account by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services for your organization, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, you must use your corporate email address. You agree to a) provide true, accurate, current, and complete information about yourself as prompted by the sign-up process; and b) maintain and promptly update the information provided during sign-up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Risely has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Risely may terminate your user account and refuse current or future use of any or all of the Services.

Organization Accounts and Administrators

When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such a third party has assumed an administrator role for your organization. Make sure that you enter into a suitable agreement with such a third party specifying such party’s roles and restrictions as an administrator of your organization account.

You are responsible for

  1. ensuring the confidentiality of your organization account password,
  2. appointing competent individuals as administrators for managing your organization account, and
  3. ensuring that all activities that occur in connection with your organization account comply with this Agreement.
You understand that Risely is not responsible for account administration and internal management of the Services for you.

You are responsible for taking the necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to [email protected] In the absence of any specified administrator account recovery process, Risely may provide control of an administrator account to an individual providing proof satisfactory to Risely demonstrating authorization to act on behalf of your organization. You agree not to hold Risely liable for the consequences of any action taken by Risely in good faith in this regard.

Personal Information and Privacy

The personal information you provide to Risely through the Service is governed by Risely Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Risely Privacy Policy. You are responsible for maintaining the confidentiality of your username, password, and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to [email protected] We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

Communications from Risely

One of the core parts of the service from Risely is to communicate with you through various platforms such as email, messaging, Slack, etc. The Service may also include certain communications from Risely, such as service announcements, administrative messages, and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt out from receiving service announcements and administrative messages. Some of this communication is the core part of the service and can only be stooped once you stop the subscription to the service.

Use of your logo for marketing

With the use of Risely’s services, you give your consent to Risely to use your company’s logo on its website or other marketing collateral.

Complaints

If we receive a complaint from any person against you (your organization) with respect to your activities as part of the use of the Services, we will forward the complaint to the primary email address (primary contact person) of your account/organization. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy it to us in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to the disclosure of your name and contact information by Risely to the complainant.

Fees and Payments

Risely offers a free trial and paid Service. You can learn more about Risely’s various subscription offerings on the pricing page. Pricing may vary by location and will be based on the billing information you provide us at the time of purchase. If you are on a Risely for Teams plan, the Team Owner will be billed for and is responsible for payment of subscription fees.

Subscriptions and Renewals. If you are subscribing to Risely or Risely for Teams, you can sign up for either a monthly or annual subscription. Your subscription will automatically renew on a monthly or annual basis as applicable. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed.

Pricing for Additional People on your Team. If you are on a Risely for Teams plan, you are billed according to Risely’s “Pay as You Grow” model. When you add people to a Team, you will be billed for them on your next Billing Date (as defined below) unless they delete their account or are removed from your Team by you or an Administrator prior to the Billing Date. Subscription fees for additional people on your Team will be in accordance with the Risely for Teams Pricing. You will not receive a refund or credit for removing people from your Team that have already been paid for.

Taxes. Your subscription fees are inclusive of all taxes unless otherwise specified in an agreement with Risely or on an applicable invoice. Tax rates are calculated based on the billing information you provide and the applicable tax rate at the time of your subscription charge.

Cancellation. You can stop using the Service and/or cancel your subscription at any time via your account settings. If you cancel your subscription you will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable.

Free Trials and Pilots. Risely may offer you a free trial or pilot to allow you to try our Service. Risely reserves the right to set eligibility requirements and the duration for free trials and pilots.

At the end of your free trial, Risely will charge the relevant subscription fee for the next billing cycle to your nominated payment method, unless you cancel your subscription prior to the end of the free trial. If you have access to a pilot, your access to the Service will cease if you do not enter into a paid subscription prior to the end of the pilot period.

Changes to Pricing. Risely reserves the right to change its prices at any time. If you are on a subscription plan, changes to pricing will not apply until your next renewal or thirty (30) days after notice, whichever is later.

Restrictions on Use

In addition to all other terms and conditions of this Agreement, you shall not:

  1. transfer the Services or otherwise make it available to any third party;
  2. provide any service based on the Services without prior written permission;
  3. use the third party links to sites without agreeing to their website terms & conditions;
  4. post links to third party sites or uses their logo, company name, etc. without their prior written permission;
  5. publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity;
  6. use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Risely;
  7. violate any applicable local, state, national or international law; and
  8. create a false identity to mislead any person as to the identity or origin of any communication.

Spamming and Illegal Activities

You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe the intellectual property or other rights of another. You agree not to use the Services for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.

Sample files and Applications

Risely may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Risely makes no warranty, either express or implied, as to the accuracy, usefulness, completeness, or reliability of the information or the sample files and applications.

Copyrights and Trademark

Risely, Risely logo, the names of individual Services and their logos are trademarks of Culturro Inc. You agree not to display or use, in any manner, the any trademark, without Culturro’s prior permission.
Website and the content available on the Website (“Risely Content”), including all associated intellectual property rights, are the exclusive property of Culturro and/or its licensors or authorizing third parties. You agree to not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Website. All trademarks, service marks, logos, trade names, and any other source identifiers of Risely used on or in connection with the Website and Risely Content are trademarks or registered trademarks of Risely.

Disclaimer of Warranties

You expressly understand and agree that the use of the services is at your sole risk. The services are provided on an as-is-and-as-available basis. Risely expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Risely makes no warranty that the services will be uninterrupted, timely, secure, or error-free. Use of any material downloaded or obtained through the use of the services shall be at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile telephone, wireless device, or data that results from the use of the services or the download of any such material. No advice or information, whether written or oral, obtained by you from Risely, its employees, or representatives shall create any warranty not expressly stated in the terms.

Limitation of Liability

You agree that Risely shall, in no event, be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage whatsoever or for loss of business profits, business interruption, computer failure, loss of business information, or other loss arising out of or caused by your use of or inability to use the service, even if Risely has been advised of the possibility of such damage. In no event shall Risely’s entire liability to you in respect of any service, whether direct or indirect, exceed the fees paid by you towards such service.

Indemnification

You agree to indemnify and hold harmless Risely, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines, and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by Risely.

Governing Law

These Terms shall be governed and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

Suspension and Termination

We may suspend your user account or temporarily disable access to the whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity, or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to [email protected] within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account at your request.

In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Pilot Service in case of unexpected technical issues or discontinuation of the Pilot Service. You have the right to terminate your user account if Risely breaches its obligations under these Terms and in such an event, you will be entitled to a prorated refund of any prepaid fees. Termination of the user account will include denial of access to all Services.

If you have any questions or concerns regarding this Agreement, please contact us at [email protected].