Rilla Terms and Conditions - May 2026
This Agreement governs Customer’s access to and use of the Services and is entered into between Rillavoice, Inc., a Delaware corporation (“Rilla”), and the person or entity accepting these terms or otherwise identified as the customer in an Order Form that incorporates this Agreement by reference (“Customer”). By executing an Order Form that references this Agreement, or by clicking to accept this Agreement, Customer agrees to be bound by this Agreement. If the individual accepting this Agreement does so on behalf of an entity, that individual represents that he or she has authority to bind that entity to this Agreement. This Agreement is effective on the earlier of: (a) the effective date of the first Order Form that incorporates this Agreement by reference; or (b) the date Customer accepts this Agreement through a clickwrap, checkbox, or other electronic acceptance mechanism (the “Effective Date”).
This Agreement includes: (a) these terms and conditions; (b) any exhibits, schedules, data processing addenda, or policies expressly incorporated by reference; (c) the Rilla Privacy Policy, currently available at https://www.rilla.com/privacy-policy (the “Privacy Policy”), which is hereby incorporated into and made a part of this Agreement; and (d) each Order Form. Each Order Form is incorporated into this Agreement, and the applicable portions of this Agreement are incorporated into each Order Form. In the event of a conflict, the following order of precedence applies unless an Order Form expressly and specifically provides otherwise: (i) the applicable Order Form, solely with respect to the subject matter addressed in that Order Form; (ii) these terms and conditions; and (iii) any incorporated exhibit, schedule, or policy.
Capitalized terms used but not defined in the body of this Agreement have the meanings set forth in Exhibit 1.
The term of this Agreement begins on the Effective Date and continues until expiration or termination of all Order Forms. The initial subscription or services term for each Order Form will be the term stated in that Order Form (the “Initial Term”). Unless an applicable Order Form states otherwise, each Order Form will automatically renew for successive periods equal in duration to the Initial Term (each, a “Renewal Term”) unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable.
Rilla will provide access to certain services, as more particularly described in and during the term identified in one or more Order Forms (the “Services”). Rilla will have no obligation to provide any Services until an Order Form has been executed or otherwise accepted by authorized representatives of the parties. The existence of this Agreement shall not be construed as imposing any obligation upon Rilla to agree to an Order Form or to otherwise perform any Services for the Customer.
The parties may modify and/or expand the Services from time to time upon a written change order, amendment, replacement Order Form, or other written or electronic record accepted by authorized representatives of the parties and expressly referencing this Agreement or the applicable Order Form. Without limiting the foregoing, Customer may add authorized users to the Services in accordance with the applicable Order Form, and any such additions shall be subject to the terms and conditions of this Agreement and the applicable Order Form.
Customer agrees, at its own expense, to operate in full compliance with all governmental laws, regulations and requirements applicable to the duties conducted hereunder. Without limiting the generality of the foregoing, Customer acknowledges and agrees that (i) the Services include tools for recording live conversations; (ii) there are laws, rules and regulations that prohibit recording conversations without the consent of the individuals being recorded (including wiretapping laws); (iii) recordings are initiated by Customer or its personnel, and Rilla will not be physically present during such recordings and is therefore unable to ensure that consent is legally obtained; (iv) it is Customer’s responsibility to obtain (and train its personnel to obtain) all applicable consents in accordance with all applicable laws, rules and regulations, prior to making any recording using the Services. Accordingly, and notwithstanding anything to the contrary, Customer represents and warrants that (i) all Customer personnel will be properly trained to obtain such consent prior to using the Services, (ii) Customer has obtained all rights, authorizations and consents necessary to provide the Customer Data to Rilla through the Services in accordance with Law, and (iii) Rilla’s use of the Customer Data in accordance with this Agreement will not infringe, misappropriate or otherwise violate the rights of any third party.
In consideration for the Services, Customer shall pay Rilla all fees as set forth in the applicable Order Form (the “Fees”). The Fees include all usage-based fees set forth in the applicable Order Form, and any overage charges incurred as a result of Customer’s use of the Services in excess of the limits, tiers or thresholds specified therein. If Customer elects to add additional user licenses following the initial date of an Order Form term, Customer agrees to pay Rilla, in advance of such users having access to the Services, in an amount equal to the applicable license fees for the remainder of the then-current term (calculated on a pro-rata basis based on the number of months remaining in such term). All Fees and per-license pricing under this Agreement shall increase by three percent (3%) at each annual renewal of the applicable Order Form term. This adjustment shall be applied automatically on the anniversary of the Order Form start date (or each subsequent renewal date) and shall compound year over year. The adjusted pricing shall be reflected in the first invoice issued after each anniversary date. This annual increase is independent of any other pricing changes mutually agreed upon by the parties in writing. All Fees are exclusive of, and Customer shall be responsible for, all applicable sales, use, value-added, goods and services, withholding, and other taxes, levies, and duties of any nature assessed in connection with this Agreement, excluding taxes based on Rilla's net income, property, or employees. If Rilla is required to collect or pay any such taxes, the amounts shall be invoiced to and paid by Customer unless Customer provides Rilla with a valid tax exemption certificate acceptable to the relevant taxing authority.
Customer will pay invoices in U.S. dollars within fifteen (15) days of the date of Rilla’s invoice. Payments due hereunder must be made by wire transfer, certified check, bank check or such other method as may be agreed upon by Rilla. Customer shall have no right of offset or withholding under this Agreement. Any amounts not paid by Customer when due to Rilla shall be subject to interest charges, from the date due until paid, at the rate of one and one half percent (1.5%) per month, or the highest interest rate allowable by Law (whichever is less), payable monthly. If any amounts due to Rilla from Customer become past due for any reason, Rilla may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Rilla’s obligations under this Agreement.
If Rilla incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Customer agrees to reimburse Rilla for all such costs, expenses and fees.
Rilla represents and warrants that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices. THE WARRANTY SET FORTH IN THIS SECTION 5 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. RILLA DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT.
Rilla owns and retains all rights, title and interest in and to the Services, including all software, interfaces, technology contained therein, all improvements, enhancements, modifications and derivatives thereof, all Intellectual Property Rights therein, and any machine learning algorithms developed as part of the Services. This is not a work-for-hire agreement. Customer agrees not to, directly or indirectly (a) use the Services to create any software or documentation that is similar to the Services, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code or underlying ideas, algorithms or organization of the Services, (c) encumber, sublicense, transfer or distribute any aspect of the Services, (d) copy, create derivative works of or otherwise modify the Services or (e) permit any third party to do so. Customer agrees to promptly notify Rilla in writing of any unauthorized use, reproduction or distribution of the Services. If Customer shares comments, ideas, or feedback related to the Services with Rilla (“Feedback”), Customer agrees that Rilla is free to use such Feedback without any restriction or compensation to Customer.
As between the parties, Customer owns and retains ownership in the Customer Data. Customer hereby grants Rilla the right to use the Customer Data to provide, maintain and improve the Services. Customer represents and warrants that it has properly obtained all rights, consents and authorizations necessary to provide the Customer Data to Rilla in accordance with applicable laws, rules and regulations, and that Rilla’s use thereof in accordance with this Agreement will not infringe, misappropriate or otherwise violate the rights of any third party. Customer agrees that Rilla is free to use and disclose aggregate measures of Service usage and performance, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired during provision of the Services under this Agreement.
Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold the other party and its Affiliates and their respective officers, directors, employees, and agents (collectively, the “Indemnified Party”) harmless from and against any and all Claims, Losses, liabilities, damages, expenses, and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) gross negligence or willful misconduct or (ii) breach of Section 3.3. The Indemnified Party shall provide the Indemnifying Party with prompt written notice of any Claim and give sole control of the defense and settlement to the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company, and its legal counsel in its defense of such Claim(s); provided, however, that the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned, or delayed), (a) settle or compromise any Claim in a manner that imposes any liability or obligation on the Indemnified Party, (b) admit liability or fault on behalf of the Indemnified Party, or (c) consent to any relief or undertaking that would impose any material obligation, restriction, or burden on the Indemnified Party.
EXCEPT FOR EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 OF THIS AGREEMENT OR BREACH OF SECTION 3.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, RILLA’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO RILLA UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
Either party may terminate this Agreement or an applicable Order Form at any time in the event of a breach by the other party of a material covenant, commitment or obligation under this Agreement or applicable Order Form that remains uncured: (i) in the event of a monetary breach, ten (10) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach, after thirty (30) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party. Termination shall be in addition to any other remedies that may be available to the non-breaching party.
Either party may terminate this Agreement immediately at its option upon written notice if the other party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within ninety (90) calendar days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors.
Termination of this Agreement for any reason shall not discharge either party’s liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Customer shall pay Rilla for all Services rendered prior to the effective date of termination. If Customer terminates this Agreement or any Order Form for any reason other than a material breach by Rilla, or attempts to do so prior to the end of the agreed Initial Term or Renewal Term, as applicable, Customer shall remain liable for the full amount of Fees due for the remainder of the applicable term of the Order Form. All unpaid Fees shall become immediately due and payable upon such termination.
The relationship of the parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents. Each of the parties is an independent contractor and neither party has the authority to bind or contract any obligation in the name of or on account of the other party or to incur any liability or make any statements, representations, warranties, or commitments on behalf of the other party, or otherwise act on behalf of the other. This Agreement shall not be construed as constituting either party as partner, joint venture or fiduciary of the other party or to create any other form of legal association that would impose liability upon one party for the act or failure to act of the other party, or as providing either party with the right, power or authority (express or implied) to create any duty or obligation of the other party.
Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, or acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing, beyond the reasonable control of the party deemed to render performance of the Agreement impracticable or impossible, for so long as such force majeure event is in effect. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within five (5) business days of its occurrence.
This Agreement will be governed by and interpreted in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law provisions thereof.
Any dispute, claim, or controversy arising out of or relating to this Agreement, any Order Form, the Services, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively and finally by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted in New York County, New York, before a single arbitrator selected in accordance with those rules. The arbitration shall be conducted in English. The arbitrator shall have authority to award any relief available in a court of competent jurisdiction on an individual basis, except that the arbitrator shall have no authority to award relief for or against any person who is not a party to the arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT ANY DISPUTE SUBJECT TO ARBITRATION SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s or entity’s claims and may not otherwise preside over any form of class, collective, consolidated, or representative proceeding.
Notwithstanding Section 12.2, Rilla may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in any court of competent jurisdiction, to protect its intellectual property, or other proprietary rights, and may bring an action in any court of competent jurisdiction to collect unpaid fees or other amounts due under this Agreement. Customer agrees that any such court shall have exclusive personal jurisdiction over Customer for those purposes, and Customer waives any objection based on personal jurisdiction, venue, or forum non conveniens.
The existence of the arbitration, any arbitration proceeding, any materials submitted or exchanged in connection with the arbitration, and any award shall be deemed confidential and may not be disclosed without the consent of both parties, except to the extent disclosure is required to enforce an award, to seek interim relief, or by applicable law.
The prevailing party in any arbitration or court proceeding permitted under this Section 12 shall be entitled to recover its reasonable attorneys’ fees, arbitration fees, expert fees, and costs from the non-prevailing party, in addition to any other relief awarded.
If any provision or portion of this Agreement shall be rendered by applicable Law or held by a court or arbitrator of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect. If the class action waiver in Section 12.3 is found unenforceable as to any claim for which public injunctive relief is sought, then such claim shall be severed and stayed pending arbitration of the remaining claims.
The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either party regardless of which party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting party.
Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either party to this Agreement.
The rights and remedies of the parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law or equity.
No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.
This Agreement, and any exhibits attached hereto or incorporated herein, is the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the parties, whether written, oral, electronic, or otherwise. Except as set forth in this Section 13.6, no change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and accepted by authorized representatives of the parties. Each party hereto acknowledges and agrees that it is not relying upon any representations or statements made by the other party or the other party’s employees, agents, representatives, or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement. Notwithstanding the foregoing, Rilla may modify, update, or revise this Agreement from time to time by posting an updated version at rilla.com and by providing Customer notice of the updated Agreement by email, in-product notice, or other reasonable means. Unless otherwise stated in the notice, the updated Agreement will become effective on the date specified in the notice. Customer’s continued access to or use of the Services after such notice and effective date will constitute Customer’s acceptance of the updated Agreement; provided, however, that any updated Agreement will apply prospectively and will not materially diminish Customer’s rights or materially increase Customer’s obligations with respect to an Order Form already in effect during its then-current term, except to the extent required by applicable law or expressly agreed in the applicable Order Form.
Order Forms may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission, electronic signature, or other electronic means shall be deemed as effective as an original executed signature page. Acceptance of this Agreement by clickwrap, checkbox, or similar electronic means shall be deemed a valid and binding acceptance to the same extent as a handwritten signature.
All notices or other communications required under this Agreement shall be in writing and shall be deemed effective when received and made in writing by either (i) hand delivery, (ii) registered mail, (iii) certified mail, return receipt requested, (iv) overnight mail, or (v) email, addressed to the party to be notified at the address or contact information set forth in the applicable Order Form or to such other address as such party shall specify by like notice hereunder.
Customer grants Rilla the right to include Customer’s name and logo in its marketing materials, customer lists, and on Rilla’s website, provided that such use is truthful and does not misrepresent Customer’s relationship with Rilla. Customer may revoke this consent at any time upon written notice to Rilla.
Neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either party may, without the other party’s consent, assign this Agreement in its entirety to (a) an Affiliate of such party, or (b) a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of such party’s assets, provided that the assignee agrees in writing to be bound by all of the terms and conditions of this Agreement. Any purported assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
Exhibit 1. Definitions
The following terms used in the Agreement shall have the meanings indicated: