Services agreement

1. Definitions

"Agreement" means this Services Agreement, every Order Form that references it, and the documents it incorporates: the Acceptable Use Policy and, where Riska processes personal data on Customer's behalf, the Data Processing Addendum.

"Customer" means the business that signs an Order Form or creates a workspace, and "Riska" means Riska, Inc., a Delaware corporation.

"Customer Data" means the data that Customer and its Users submit to the Services, including policies, submissions, documents, emails and the records derived from them.

"Documentation" means the product documentation Riska publishes at docs.riska.io, as updated from time to time.

"Order Form" means an ordering document or online checkout, agreed by both parties, that sets out the subscription, its term, its fees and any usage limits.

"Services" means the Riska platform and any related services Riska provides under an Order Form, including its AI features, API and integrations.

"Users" means the individuals Customer allows to use the Services under its account.

2. Provision of the Services

Riska will provide the Services to Customer during the subscription term, in line with the Order Form and the Documentation, and will use commercially reasonable efforts to keep them available. Riska may improve and change the Services over time, but will not materially reduce the core functionality of a subscription during its current term.

3. Term and renewal

This Agreement starts on the date Customer first accepts it and continues until every subscription under it has ended. Unless an Order Form says otherwise, each subscription renews automatically for a period equal to its initial term, unless either party gives notice of non-renewal at least thirty days before the end of the current term.

4. Licence and restrictions

Subject to this Agreement, Riska grants Customer a non-exclusive, non-transferable right, for the subscription term, for its Users to access and use the Services for Customer's internal business purposes. Customer will use the Services in line with the Acceptable Use Policy and within the limits in its Order Form.

Customer grants Riska a licence to host, process and display Customer Data only as needed to provide, secure and support the Services and as otherwise set out in this Agreement. Riska does not use Customer Data to train machine-learning models offered to other customers.

5. Administrators and Users

Customer may appoint administrators to manage its workspace, including its Users, their roles and permissions, single sign-on and integrations. Customer is responsible for its Users' actions, for keeping login credentials and API keys confidential, and for telling Riska promptly about any unauthorised use of its account.

6. AI features

Some features of the Services use machine-learning models to classify, extract, summarise and draft. Their output may be inaccurate or incomplete, and Customer is responsible for reviewing it before relying on it, in particular for any underwriting, pricing, coverage or claims decision. Riska uses third-party model providers to deliver these features, and they are described on the Subprocessors page.

7. Third-party platforms

The Services can connect to products Riska does not provide, such as email, storage or accounting systems. Customer's use of a third-party product is governed by its own terms with that provider. Riska is not responsible for third-party products, or for data once it has been sent to one at Customer's direction.

8. Fees, invoicing and payment

Customer will pay the fees in its Order Form. Unless the Order Form says otherwise, fees are invoiced annually in advance and are due within thirty days of the invoice date. Fees are non-refundable except as this Agreement expressly provides.

Fees exclude taxes, and Customer is responsible for any sales, use, value-added or similar taxes on its purchases, other than taxes on Riska's income. If an undisputed amount is more than thirty days overdue, Riska may, after giving ten days' written notice, suspend the Services until it is paid.

9. Free trials and beta features

Riska may offer a free trial or features labelled beta or early access. These are provided as is, may be changed or withdrawn at any time, and are excluded from any service commitment or warranty in this Agreement.

10. Intellectual property

Riska owns the Services, the Documentation and all improvements to them. Customer owns its Customer Data. Neither party gains any right in the other's intellectual property except as this Agreement expressly sets out. If Customer gives Riska feedback about the Services, Riska may use it without restriction or obligation.

11. Warranties

Each party warrants that it has the authority to enter into this Agreement. Riska warrants that the Services will perform materially in line with the Documentation. If they do not, Customer's remedy is for Riska to use reasonable efforts to correct the non-conformity, and if Riska cannot do so within a reasonable time, for either party to terminate the affected subscription and for Riska to refund any prepaid fees for the remainder of its term.

Customer warrants that it has the rights and consents needed to submit Customer Data to the Services and that its use of the Services complies with applicable law, including insurance licensing, privacy, anti-bribery, sanctions and export-control law.

12. Disclaimer

Except as expressly set out in this Agreement, the Services are provided "as is", and each party disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. Riska does not give legal, regulatory or insurance advice, and the Services do not replace the professional judgement of Customer and its Users.

13. Indemnities

Riska will defend Customer against any third-party claim that the Services, as provided by Riska, infringe that third party's intellectual property rights, and will pay any damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from a combination with something Riska did not provide, or from use in breach of this Agreement.

Customer will defend Riska against any third-party claim arising from Customer Data or from Customer's use of the Services in breach of this Agreement or of applicable law, and will pay any damages finally awarded or agreed in settlement.

The indemnified party must notify the other promptly, give it control of the defence and settlement, and provide reasonable cooperation.

14. Limitation of liability

Neither party will be liable for any indirect, incidental, special or consequential damages, or for any loss of profits, revenue, goodwill or data, however caused.

Each party's total liability arising out of or relating to this Agreement will not exceed the fees paid and payable by Customer to Riska in the twelve months before the event giving rise to the claim.

These limits do not apply to a party's indemnity obligations, to Customer's obligation to pay fees, or to liability that cannot be limited by law.

15. Confidentiality

Each party will keep confidential the non-public information the other discloses to it under this Agreement, use it only to perform this Agreement, and protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the recipient, that the recipient already knew or develops independently, or that it must disclose by law, in which case it will give the other party notice where it lawfully can. Customer Data is Customer's confidential information.

16. Data protection and security

Riska will maintain administrative, technical and physical safeguards designed to protect Customer Data, as described on our Security page. Where Riska processes personal data on Customer's behalf, the Data Processing Addendum applies, and it is available on request to legal@riska.io. The subprocessors Riska uses are described on our Subprocessors page.

17. Termination

Either party may terminate this Agreement or an Order Form by written notice if the other materially breaches it and does not cure the breach within thirty days of notice, or if the other becomes insolvent or enters bankruptcy proceedings.

For thirty days after termination, Riska will make Customer Data available for Customer to export. After that period, Riska will delete Customer Data from its systems in line with its retention practices, except where the law requires it to keep it. The sections that by their nature should survive termination will survive it, including those on fees owed, intellectual property, disclaimers, indemnities, limitation of liability and confidentiality.

18. Force majeure

Neither party is liable for a failure or delay caused by an event beyond its reasonable control, other than a failure to pay fees.

19. Publicity

Riska may name Customer as a customer and show its logo on its website and in sales materials, unless Customer asks it not to in writing.

20. General

Changes. Riska may update this Agreement by posting a new version on this page. A change that materially affects Customer will take effect at the start of Customer's next renewal term unless Customer agrees to it earlier.

Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger, acquisition or sale of all or substantially all of its assets.

Entire agreement. This Agreement is the parties' entire agreement on its subject matter. If an Order Form conflicts with this Agreement, the Order Form prevails for that order. Terms in a purchase order or other Customer document do not apply.

Other terms. If any provision is held unenforceable, the rest remains in effect. A party's failure to enforce a provision is not a waiver of it. The parties are independent contractors. Notices to Riska should be sent to legal@riska.io.