Terms of Service
Last updated: Oct 3rd, 2023
These Terms of Service (the "Terms" or this "Agreement") cover your use of the services Riza, Inc. ("Riza") provides, including the website at https://sqlc.dev (the "Site"), the web application at https://play.sqlc.dev (the "Playground"), the web applications at https://auth.sqlc.dev and https://dashboard.sqlc.dev (the "Dashboard"), the sqlc APIs, the documentation associated with any Riza software, and any other software or services offered by Riza in connection with any of the above services (collectively, the "Riza Services" or the "Services").
You must agree to the Terms in order to use the Services. Your use of the Riza Services indicates your acceptance of and agreement to the Terms. Riza will treat your use of any portion of the Services as acceptance of, and agreement to, the Terms from that point on. The Riza Services are available only to individuals who are at least 18 years old and to companies that are appropriately licensed and otherwise legally permitted to conduct business. You represent and warrant that, (a) if you are an individual, you are at least 18 years old, and (b) if you are a company, that (i) you are appropriately licensed and legally permitted to conduct business and (ii) the individual accepting these terms on your behalf is authorized to do so.
You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services.
Riza may make changes to the Terms from time to time. If the Terms change in any substantive way, Riza will provide notice of the latest change date at the top of this document. Riza will provide at least seven (7) days' notice before the changes take effect, during which period of time you may reject the changes by stopping all use of and access to the Riza Services and, (if you have a Dashboard account) terminating your account.
Use of Services
License to Riza Services. Subject to these Terms, Riza grants to you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Riza Services during the Term (as defined below). All rights not expressly granted by Riza hereunder remain the sole property of Riza.
Use of Riza Services. You will be solely responsible for all use of the Riza Services accessed by you or anyone associated with your account, and you shall ensure that all such use is in accordance with this Agreement. You will be solely responsible for all acts and omissions of your representatives, consultants, contractors, subcontractors, or agents who are authorized by Riza or you to use the Riza Services. You will take all reasonable precautions to prevent unauthorized access to or use of the Riza Services and will immediately notify Riza in writing of any unauthorized access to or use of the Riza Services of which you become aware.
You agree that, except as expressly provided in these Terms, you will not: (i) copy the Riza Services or any portion thereof; (ii) distribute, modify, adapt, translate, reverse engineer, decompile, disassemble, create derivative works based on, print any part of, or otherwise attempt to discover the source code, compiled executables, intermediate files, or underlying structure, ideas, know-how or algorithms relating in any way to the Riza Services; (iii) rent, transfer, resell, lease, license, assign, grant any rights in, or otherwise make available the Riza Services to third parties or offer it on a standalone basis; (iv) use the Riza Services in a fashion that could reasonably be deemed to compete with the business of Riza; (v) use the Riza Services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material that violates third party rights; (vi) use the Riza Services to conduct "phishing" or other similar activities or in any other manner that could be misleading to third parties; (vii) use the Riza Services to create, use, send, store, or run material containing software viruses, worms, Trojan horses or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Riza Services; (viii) use the Riza Services in any manner that violates any applicable foreign, federal, state or local law, rule or regulation; or (ix) use the Riza Services in any manner that violates any third party rights or this Agreement.
Registration and Your Dashboard Account
Term and Termination
Riza may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including, but not limited to, a breach of any portion of the Terms. All provisions of the Terms which, by their nature, should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnifications and limitations of liability.
Responsibility and Conduct
You are solely responsible for your actions and omissions, the actions and omissions of all users of your account, and any data that is created, stored, displayed by, or transmitted through your account while using the Services. You will not engage in any activity that interferes with or disrupts the Services or networks connected to Riza.
Content and Trademark Ownership
Riza exclusively owns and reserves all rights, title, and interest in and to the Riza Services and the materials associated with the Services, including, without limitation, all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Service Materials"), and all are protected by U.S. and international copyright laws. RIZA, SQLC, and any other product or service name or slogan contained in the Services are trademarks of Riza and its suppliers or licensors (unless otherwise indicated), and may not be copied, imitated or used, in whole or in part, without the prior written permission of Riza or the applicable trademark holder. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Riza and may not be copied, imitated or used, in whole or in part, without Riza's prior written permission. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Riza.
You are granted a limited, non-sublicensable license to access and use the Site and the Service Materials solely in connection with the Services. Such license is subject to this Agreement and does not include: (a) any resale or commercial use of the Site or the Service Materials therein; (b) the distribution, public performance or public display of any Service Materials except in connection with your authorized use of the Site and the Services; (c) modifying or otherwise making any derivative uses of the Site and/or the Service Materials, or any portion thereof; (d) use of any data mining, robots, page scraping or similar data gathering or extraction methods; (e) reverse engineering or attempting to reverse-engineer any functionality provided on the Site or Service Materials or (f) any use of the Site or the Service Materials other than for their intended purpose.
The Services may invite or enable you and other users to create, submit, record, post, display, transmit, perform, publish or distribute communications (including but not limited to voice communications), content and materials (including without limitation text, writings, photographs, graphics, images, comments, chat text, personally identifiable information, etc.), including by making the foregoing available to Riza and other users of the Services, whether via e-mail or through online forums, chat rooms or features, message boards, messaging services, blogs or other functionality of the Services or portions thereof (collectively, "User Content"). Riza has no obligation to accept, display, review, maintain or otherwise exploit any User Content.
You understand that all User Content available in connection with the Services is the sole responsibility of the person from whom such User Content originated. Riza has no obligation to pre-screen, review, examine, evaluate or otherwise monitor any User Content for accuracy, validity, legality, decency, integrity or any other quality. Riza makes no, and hereby disclaims any and all, warranties or other guarantees with respect to User Content. You understand that your use of the Services is at your own risk and that by using the Services, you may be exposed to User Content that is offensive, indecent, objectionable or that does not otherwise meet your needs. You bear all risks associated with the use of any User Content available in connection with the Services. Riza shall not be liable in any way for any User Content made available via the Services, including, but not limited to, any errors or omissions in any such User Content, or any loss or damage of any kind incurred as a result of the use of such User Content.
Notwithstanding the foregoing, Riza reserves the right in its sole discretion to pre-screen, review, monitor, refuse, remove from the Services, censor, edit, alter, delete, disable access to or otherwise make unavailable any User Content (including without limitation Your Content) without notice for any reason, including without limitation the violation of these Terms, or for no reason, at any time.
User Content that you make available in connection with the Services is referred to herein as "Your Content." You agree that Your Content is not confidential. You further agree that Your Content will not be returned to you. You represent and warrant that Your Content is original to you and that you exclusively own the rights to Your Content, including the right to grant all of the rights and licenses in these Terms without Riza incurring any third party obligations or liability arising out of its exercise of such rights and licenses. Riza does not claim any ownership rights in Your Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit Your Content. Riza has no obligation to monitor or enforce your intellectual property rights in or to Your Content. Riza shall not be responsible for another user's misuse or misappropriation of any of Your Content.
You hereby grant to Riza a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, (with the right to sublicense), to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit for any purpose Your Content via the Services or by any other means. You also hereby grant to Riza the right to sublicense and authorize others to exercise any of the rights granted to Riza under these Terms. You further hereby irrevocably grant to Riza the unconditional right to use and exploit your name, voice, persona and likeness included in any User Content and in connection with any User Content, without any obligation to you. Except as prohibited by law, you waive any rights of attribution and/or any moral rights you may have in Your Content, regardless whether Your Content is altered or changed in a manner not agreeable to you.
Third Party Content
Riza may use data provided by third parties in the content on the Site and in the Services and may provide links to web pages and content of third parties (collectively the "Third Party Content") as a service to those interested in this information. Riza does not monitor or have any control over any Third Party Content or third party websites. Riza does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content. Users use these links and Third Party Content contained therein at their own risk. When you leave the Site and the Services, you should be aware that Riza's terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site and the Services.
To the extent you are allowed to post Third Party Content on the Site and the Services, you agree to abide by all terms of service and/or end-user license agreements of said third parties, and you further warrant that you have the right to post the Third Party Content on the Site and the Services and you indemnify and will hold Riza harmless for any damages resulting from posting said Third Party Content on the Site.
Fees and Payment
Some of the Services are provided on a fee basis. You agree to pay Riza the fees for each Service you purchase or use in accordance with the pricing and payment terms presented to you for such Service. You hereby authorize Riza to charge your credit card or other payment method on a monthly, annual, or other agreed upon basis, as set forth in the pricing and payment terms presented to you for such Service, in advance of providing the Services. The Services may be interrupted when payment is past due. Fees paid by you are non-refundable, except as provided in these Terms or to the extent required by law. Payments that are not collectable by Riza may be turned over to an outside collection agency for collection. You may cancel your use of the Services at any time. You understand and agree that you will not receive a refund or credit of any pre-paid fees.
Subject to the Terms, certain Riza Services are provided to you without charge, up to certain specified limits. Usage over these limits requires payment for additional resources or Services and Riza may limit your access or usage until the required payment is made. You acknowledge that Riza may prospectively change the specified rates and charges from time to time.
Riza is not responsible for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from payments billed by Riza. Currency exchange settlements will be based on agreements between you and the provider of your payment method.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT RIZA's WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
RIZA MAKES NO EXPRESS WARRANTIES AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RIZA DOES NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, OR (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, RIZA SHALL NOT BE LIABLE TO YOU UNDER BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY (A) FOR ERRORS IN THE RIZA SERVICES OR SERVICE MATERIALS, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF PROFITS OR BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT RIZA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (C) FOR ANY MATTER BEYOND RIZA'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, IN THE AGGREGATE, EXCEED THE GREATER OF (I) $100 OR (II) THE AMOUNT PAID OR PAYABLE BY YOU TO RIZA FOR THE RIZA SERVICES IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
General Representation and Warranty
You represent and warrant that your use of the Riza Site and Services will be in strict accordance with with this Agreement and with all applicable laws and regulations, including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
You acknowledge that the laws and regulations of the United States and other jurisdictions restrict the export and re-export of commodities and technical data of the United States or other origin, including the Riza Services and Materials. You agree to comply with all such restrictions and will not deviate from them in any way without the appropriate United States and foreign government licenses.
YOU AGREE TO DEFEND, HOLD HARMLESS AND INDEMNIFY RIZA, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, ADVERTISERS, LICENSORS, SUPPLIERS OR PARTNERS FROM AND AGAINST ANY THIRD PARTY CLAIM ARISING FROM OR IN ANY WAY RELATED TO YOUR OR YOUR LICENSEES' (INCLUDING BUT NOT LIMITED TO THE CUSTOMER LICENSEES') (A) BREACH OF THESE TERMS, (B) USE OF THE SERVICES OR SERVICE MATERIALS OR (C) VIOLATION OF APPLICABLE LAWS, RULES OR REGULATIONS IN CONNECTION WITH THE SERVICES, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ANY CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEYS' FEES, OF EVERY KIND AND NATURE.
Notice and Assignment
You agree that Riza may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or updates to the Site. You agree to provide Riza with your current email address at all times. Except to an acquirer of, or other successor in interest to, your entire business, you shall not assign or otherwise transfer any of your rights or obligations hereunder and any such attempt is void. Riza and you are independent contractors and are not legal partners or agents.
These Terms (including any policies, guidelines or amendments that are referenced herein or may be presented to you from time to time) constitute the entire agreement between you and Riza regarding their subject matter and govern your use of the Riza Services, superseding any prior agreements between you and Riza for the use of the Riza Services.
Governing Law, Jurisdiction, and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its choice of law rules. Any action or proceeding arising out of this Agreement shall be brought only in a competent state or federal court located in the City and County of San Francisco, California. You hereby consent to the jurisdiction of, and laying of venue in, such court(s) and waive any objection thereto. The Parties specifically exclude the United Nations Convention on Contracts for the International Sale of Goods from this Agreement and any transaction that may be implemented in connection with this Agreement.
Waiver and Severability of Terms
The failure of Riza to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the party's intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of the Riza Services or the Terms must be filed within one (1) year after such claim or cause of action arises or be forever barred.