This English version is provided for information only. The German version at Allgemeine Geschäftsbedingungen (AGB) is the legally binding text.
§ 1 Scope, definitions
(1) These general terms and conditions (hereinafter “Terms”) apply to all contracts for the use of the software-as-a-service application “Rivly” (hereinafter “Software” or “Service”) between
Vladyslav Mazur, trading under the business name “Mazur Software- und E-Commerce-Dienstleistungen”, Kleingesee-Brunnenstr. 17, 91327 Gößweinstein (hereinafter “Provider”)
and the Customer.
(2) The Provider’s offering is aimed exclusively at businesses within the meaning of § 14 BGB (German Civil Code), that is, natural or legal persons or partnerships with legal capacity which, when concluding the contract, act in the exercise of their trade, business or profession. Contracts with consumers (§ 13 BGB) are excluded. By registering, the Customer confirms that it is a business within the aforementioned meaning.
(3) These Terms apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Customer do not become part of the contract unless the Provider has expressly agreed to their application in text form. This also applies where the Provider performs the service without reservation in the knowledge of conflicting terms of the Customer.
(4) The version of these Terms in force at the time the contract is concluded applies, unless it has been amended under § 12. If the Customer enters into a paid subscription (§ 4(2), § 6(1)), the version of these Terms in force at the time of booking applies to that subscription; the Provider obtains the Customer’s acceptance of it in the ordering process or beforehand in the customer account.
§ 2 Subject matter of the contract and description of services
(1) The Provider makes the software “Rivly” available to the Customer as a web-based application (software as a service) for use via the internet. Rivly serves to analyse competition-related market data (competitive intelligence), in particular the visibility of the Customer’s brand and of selected competitors in the answers of AI-based systems (e.g. ChatGPT, Gemini, Perplexity, Claude), in search engines, in online advertising, in Google business profiles (locations and reviews) and in the press. The results are summarised in an overview and updated at the rhythm provided for the respective data source, the answers of AI-based systems as a rule weekly. The individual features are set out in paragraph 6.
(2) The specific scope of services follows from the description of services and features of the booked plan in force at the time the contract is concluded. All features under paragraph 6 are available in every plan; the plans differ in quantities, in particular the number of projects, comparable competitors, buying questions and search queries, and in the quotas under paragraph 7. The quantities of each plan are stated in the price overview on the Provider’s website. The Provider is entitled to further develop, extend or adapt the range of features, provided that the core purpose owed under the contract, namely the competition-related analysis under paragraph 1, is preserved and the adaptation is reasonable for the Customer. The Provider announces material restrictions of the range of features to the Customer in text form with reasonable notice.
(3) The subject matter of the contract is the provision of the Software and the collection and analysis of data. The contract is a contract for services (Dienstvertrag); the Provider owes diligent performance, not the achievement of a particular commercial or advertising result. In particular, the Provider does not owe any improvement in the Customer’s visibility, revenue or market position.
(4) Third-party data notice. The analyses presented in Rivly are based wholly or partly on data from third-party sources. Sources are in particular the official Meta Ad Library API, answers from third-party AI-based language models (large language models), search engine interfaces (e.g. SerpApi), Google business profiles (via DataForSEO) and public press and media sources. The Provider has no influence over the content, scope, accuracy, currency or availability of these third-party sources. The Provider therefore gives no warranty as to the completeness, accuracy, currency or uninterrupted availability of data provided by third parties. If third parties change, restrict or terminate access to their data or interfaces, this may impair the performance of the service without the Provider being responsible for it. The Provider reads websites of third parties, for example of competitors, only where their operators do not exclude the retrieval through robots.txt or by technical means; the analysis then relies on other sources. The results of AI-based systems are by their nature non-deterministic and may differ when a query is repeated.
(5) No legal, tax or business advice. The analyses, notes and recommended actions in Rivly serve solely to inform the Customer and to support its decisions. They do not constitute legal, tax, competition or other professional advice and do not replace such advice. Decisions the Customer takes on the basis of the analyses are its sole responsibility.
(6) Scope of features. In every plan Rivly comprises the following features, in each case within the quantities and quotas of the booked plan (paragraph 7):
a) the weekly collection of the answers of AI-based systems to the buying questions set by the Customer and their analysis in comparison with the competitors (GEO);
b) the analysis of visibility in search engines (SEO), in online advertising (ADS) and in the press (PR), in each case at the rhythm provided for the channel;
c) the AI live check: within a weekly quota, the Customer can put individual questions to third-party AI-based systems and view their answers. Questions and answers are stored in the project history. The AI live check is a sample taken at the Customer’s request and does not replace the regular collection under letter a;
d) the website check: the regular retrieval of the website named by the Customer by the Provider (overview of the pages and how findable they are), a technical check including load time measurement of selected pages, the analysis of incoming links (backlinks) and an overview of which pages match or are missing for the Customer’s buying questions and search queries;
e) page briefs: templates created by the Provider that suggest which search queries and customer questions a particular page should cover, and the check of a page against that template. Page briefs are suggestions; they do not replace the Customer’s decision on its content and do not assure any particular effect;
f) the roadmap with market map and actions: an overview of the topic and location fields of the Customer’s market and the recommendations and actions derived from it, with status. Whether an action has been implemented is determined by the Provider on the basis of the regular collections, insofar as this is discernible from publicly accessible data;
g) data on Google business profiles and reviews of the Customer’s locations and of the competitors it follows (in particular name, address, categories, average rating and number of reviews, and individual reviews as set out in the privacy policy), insofar as the Customer has stored locations;
h) MCP access (Model Context Protocol): using an access key it has created, the Customer can connect AI assistants and agents of its choice to its project. These can read the analyses of the project and, insofar as the Provider releases this and the key authorises it, carry out actions that the Customer can also carry out in the application, for example reporting an action as done, adding a buying question or having a page checked. Quantities and quotas apply to MCP access as they do to the application; the Customer’s obligations follow from § 8(6);
i) the weekly report and notifications by e-mail, and the export of the Customer’s data (CSV, JSON).
(7) Quotas. Quotas per project apply to individual features, in particular to questions in the AI live check per week, to locations, to pages of the website check and of the load time measurement per month, and to new page briefs per month. The amount of the quotas follows from the price overview for the booked plan. Weekly quotas are reset at the start of the calendar week (Monday, time zone Europe/Berlin), monthly quotas at the start of the calendar month. Unused quotas lapse and are not carried over to later periods. The Provider may also provide technical limits to prevent abuse and overload (for example a maximum number of requests per day).
(8) Observations and estimates, no influence. Answers of AI-based systems, search results, rankings, Google business profiles, reviews, advertisements and press hits that Rivly displays are observations of third-party systems at a particular point in time. They may change without any action by the Provider and cannot be repeated in every case. The Provider reproduces the collected data with care but gives no warranty that the third-party sources are complete, accurate and stable (paragraph 4). The Provider has no influence over the answers of AI-based systems or over third-party search results and does not influence them; it does not promise that the Customer’s brands, pages or locations will be named by AI systems or search engines or will reach a particular ranking. Key figures (for example the Rivly index) are calculated from samples using the methodology described on the website under “How we measure” and may differ when the collection is repeated. Forecasts and the expected effect of recommendations are estimates based on the data collected and are not an assurance of any result.
(9) Replacement of data sources. The Provider is entitled to change, supplement or replace data sources and providers of data or services on which the Service depends, in particular where a third party changes, restricts, makes more expensive or terminates its data or interfaces. In that case the Provider will use a source that is equivalent for the purpose of the analysis concerned. If no equivalent source is available, the scope of the analysis concerned may be reduced or the analysis may lapse; the Provider informs the Customer of this in text form. If a material analysis lapses permanently without an equivalent replacement, the Customer may terminate the contract for good cause with effect from the time of the lapse; the Provider refunds pro rata any fees paid in advance for the period thereafter.
§ 3 Conclusion of contract and registration
(1) The presentation of the Software and the plans on the Provider’s website does not constitute a binding offer but an invitation to the Customer to submit an offer.
(2) The Customer submits its offer to conclude a user agreement by completing the registration process, providing the required information (in particular a valid e-mail address and a password), accepting these Terms by the action provided for that purpose and completing the registration. The contract is concluded when the Provider activates the access, and at the latest when access to the trial period or to the paid Service is provided.
(3) The Customer is obliged to provide truthful and complete information on registration and to keep it up to date in the event of changes. Access credentials must be treated confidentially and protected against access by third parties.
(4) As a rule, only one user account per Customer is permitted, unless the booked plan provides otherwise.
§ 4 Trial period
(1) The Provider may grant the Customer a free trial period of fourteen (14) days from activation of the access. During the trial period the Service is available to the agreed extent; there is no obligation to pay during this period.
(2) If the Customer books a paid subscription during the trial period, the subscription begins no earlier than at the end of the trial period; until it begins, use remains free of charge. The Provider states the day it begins in the ordering process and in the booking confirmation (paragraph 5). The first billing period begins when the subscription begins; the fee for this period is collected at that time (§ 5(4)).
(3) The Customer may cancel a subscription booked under paragraph 2 until it begins; in that case no obligation to pay arises.
(4) If the Customer does not book a paid subscription by the end of the trial period, the trial period ends without any further costs; measurements and the weekly report are discontinued. No automatic conversion into a paid subscription takes place.
(5) The Provider confirms every booking to the Customer without undue delay in text form (e.g. by e-mail). The confirmation states the booked plan, the fee and the day on which the obligation to pay begins.
(6) There is no entitlement to the grant or extension of a trial period. The Provider reserves the right not to grant a trial period again to a Customer who has previously tested the Service.
§ 5 Prices and payment
(1) The prices in force at the time the contract is concluded apply, as set out in the Provider’s price overview, available on the Provider’s website at rivly.de in the “Pricing” section and in the ordering process. The fee owed depends on the plan the Customer selects in the ordering process; the price displayed there for that plan is decisive. Billing is monthly unless a different billing model is expressly selected in the ordering process. Paragraph 2 applies to the VAT treatment of the prices.
(2) The Provider is a small business within the meaning of § 19 UStG (German VAT Act). Therefore no VAT is shown and no VAT is charged. The prices stated are final prices.
(3) Payments are processed by the payment service provider Stripe (Stripe Payments Europe, Ltd.). By ordering the paid subscription, the Customer authorises the Provider or the payment service provider to collect the agreed fee via the payment method stored by the Customer. The payment service provider’s terms for the processing of payments apply in addition.
(4) The fee is due in advance for the respective billing period (month or year). It is collected at the beginning of the respective billing period.
(5) If the Customer falls into arrears with a payment, the Provider is entitled to charge default interest at the statutory rate. The Provider is further entitled, after prior notice in text form and the expiry of a reasonable period, to suspend access to the Service until the outstanding amount has been settled. The Customer’s obligation to pay the agreed fee continues during a suspension for late payment. The right to claim further damages for default remains unaffected.
(6) The Customer may set off only undisputed claims or claims that have been established by a final and binding court decision. The Customer has a right of retention only in respect of counterclaims arising from the same contractual relationship.
§ 6 Term and termination
(1) The contract for the paid subscription is concluded in the plan chosen by the Customer and, depending on the chosen billing model, for a term of one month or one year.
(2) The contract is extended by a further period of the same length each time unless it is terminated by one of the parties before the end of the current period. A monthly subscription may be terminated with effect from the end of the respective monthly period; an annual subscription with effect from the end of the respective annual period.
(3) Termination must be given in text form (e.g. by e-mail to kontakt@rivly.de) or may be declared via a cancellation function provided in the Service.
(4) For an annual subscription, the Provider informs the Customer in text form no later than 30 days before each automatic renewal of the renewal date, the fee for the following term and the option to terminate. For a monthly subscription, no separate notice is given; the Customer can see the date of the next billing in the customer account at any time.
(5) The right of both parties to extraordinary termination for good cause remains unaffected. Good cause exists for the Provider in particular if the Customer, despite a warning, seriously breaches its obligations under § 8 or is in arrears with payment of the fee for more than one billing period.
(6) Fees already paid in advance for a current billing period are not refunded pro rata in the event of ordinary termination; access continues until the end of the paid period.
§ 7 Availability and maintenance
(1) The Provider endeavours to achieve the highest possible availability of the Service but does not owe any particular availability and no availability of 100%. No availability commitment (service level agreement) beyond the efforts described in this provision is given.
(2) Any assessment of availability excludes periods during which the Service is unreachable due to circumstances for which the Provider is not responsible. These include in particular disruptions or changes at third-party providers and data sources (in particular the Meta Ad Library API, AI providers, search engine interfaces, providers of Google data, hosting or infrastructure providers), force majeure and other circumstances outside the Provider’s control.
(3) The Provider is entitled to interrupt the Service temporarily for necessary maintenance, update and security measures. Where reasonable and foreseeable, maintenance work is scheduled during periods of low usage and, if it is of longer duration, announced to the Customer in text form.
(4) As data collection depends substantially on third-party interfaces (in particular the Meta Ad Library API, AI providers and providers of Google data), delays or temporary gaps in data updates may occur if these interfaces are unavailable or only partly available. This does not constitute a defect in the Provider’s performance.
§ 8 Obligations of the Customer
(1) The Customer is obliged to provide the information required for the use of the Service, in particular its own domain and the domains and names of the competitors to be compared, accurately and completely. The Customer is responsible for the accuracy of this information; analyses based on inaccurate information do not give rise to any claims against the Provider.
(2) The Customer warrants that it will use the Service only within the applicable laws and these Terms. The following in particular are prohibited:
a) any abusive use, in particular attempts to trigger excessive automated requests, to circumvent measurement or billing mechanisms or to overload the Provider’s infrastructure;
b) attempts to gain unauthorised access to third-party systems, data or accounts, and the use of malware;
c) entering domains, brands or other data in whose analysis the Customer has no legitimate interest or whose analysis infringes the rights of third parties;
d) using the Service for unlawful purposes, in particular for acts of unfair competition.
(3) The Customer indemnifies the Provider against claims asserted by third parties against the Provider on account of a culpably unlawful use of the Service by the Customer or on account of inaccurate or infringing information provided by the Customer, including the reasonable costs of any necessary legal defence. This does not apply insofar as the Customer is not responsible for the infringement.
(4) Set-up and website check. For setting up a project and for the website check the Customer may enter only domains that belong to it or whose owner has permitted it to have them checked (for example a client of an agency). The Customer instructs the Provider to retrieve the publicly accessible pages of these domains automatically, when the project is set up and regularly thereafter at the intervals under § 2 (6) d) and (7), as described on the Provider’s website under “How we measure”. The instruction also covers the retrieval of the home page, robots.txt, llms.txt and sitemap by the checking program RivlyCheck, which does not apply the rules of robots.txt but checks them. The Provider identifies itself under recognisable program names (RivlyBot, RivlyCheck); to check whether search and AI crawlers have access, it also retrieves individual pages with the identifiers of these crawlers and of a common browser. It retrieves only publicly accessible pages, no areas protected by a login. If the Customer or its hosting provider restricts the retrieval, for example through rules in robots.txt, a firewall or bot protection, the pages concerned are not assessed and the informative value of the website check may be reduced; this does not constitute a defect. The Customer can end the instruction at any time by deleting the project.
(5) AI live check. Questions in the AI live check are forwarded to third-party AI-based systems. The Customer does not enter personal data, trade secrets or other confidential information there.
(6) MCP access and AI agents. The Customer treats access keys for MCP access as confidential, makes them available only to persons and systems it uses itself, and revokes them without delay if misuse is suspected. Actions taken via a key are attributed to the Customer. The Customer selects, configures and monitors the AI assistants and agents it connects and is responsible for their use; it ensures itself that data from Rivly which it passes on to the provider of an assistant or agent may lawfully be processed there. Whether and how the Customer or agents deployed by it make changes to its website or systems on the basis of analyses, page briefs, check results or recommendations from Rivly is decided by the Customer alone, which is also solely responsible for such changes. The Provider makes no changes to the Customer’s websites or systems. The Customer reviews changes before they are published and backs up the previous state.
§ 9 Rights of use
(1) For the term of the contract, the Provider grants the Customer the simple, non-exclusive, non-transferable and non-sublicensable right to use the Software by remote access (software as a service) for its own business purposes to the extent agreed in the contract.
(2) The Customer may use the analyses, reports and other results provided in Rivly for its internal business purposes. The Customer may use page briefs and recommendations to shape the content of its own websites and means of communication. The Customer may pass reports on to clients for whose brands it uses Rivly. The Customer may neither publish review texts relating to locations of third parties nor use them in advertising. If the Customer publishes other parts of the analyses, for example rankings or quotations from answers of AI-based systems, it is responsible for ensuring that the statements carry a date and a source and are accurate and not misleading. Passing on access credentials or making the access available to third parties, and the commercial resale of the analyses, are not permitted without the Provider’s prior consent in text form.
(3) All rights in the Software itself, its structure, its source code, its design and the analysis logic created by the Provider remain with the Provider or its licensors. Rights of third parties in the content displayed in Rivly, for example in answers of AI-based systems, review texts and advertisements, remain unaffected.
§ 10 Liability
(1) The Provider is liable without limitation
a) in cases of intent and gross negligence,
b) for damage arising from injury to life, body or health that is based on a negligent or intentional breach of duty by the Provider or one of its legal representatives or vicarious agents,
c) under the provisions of the Produkthaftungsgesetz (German Product Liability Act), and
d) to the extent of a guarantee assumed by the Provider.
(2) In cases of simple (slight) negligence, the Provider is liable only for the breach of a material contractual obligation (cardinal obligation). Material contractual obligations are those obligations whose fulfilment is essential to the proper performance of the contract in the first place and on whose observance the Customer may regularly rely. In such a case, liability is limited to the foreseeable damage typical of the contract at the time the contract was concluded.
(3) Liability for simple negligence in the event of a breach of material contractual obligations under paragraph 2 is limited in amount to the fee actually paid by the Customer in the twelve months preceding the event giving rise to the damage (annual fee). If the contract had not yet existed for twelve months at the time of the event giving rise to the damage, the fee expected to be payable for a full contract year is decisive.
(4) In all other respects, the Provider’s liability is excluded.
(5) The above limitations of liability also apply in favour of the Provider’s legal representatives and vicarious agents and in the event of any liability of the Provider for breaches of duty.
(6) The Provider is not liable for damage resulting from third-party sources (in particular the Meta Ad Library API, AI providers, search engines, providers of Google data or the press) delivering inaccurate, incomplete, delayed or no data, insofar as the Provider is not responsible for this. Likewise, the Provider is not liable for business decisions the Customer takes on the basis of the analyses (§ 2(5)), or for changes that the Customer or AI assistants and agents deployed by it make to the Customer’s websites or systems (§ 8(6)), insofar as the Provider is not responsible for this.
(7) The Customer is itself responsible for regularly backing up the data it processes and exports. In the event of a loss of data for which the Provider is responsible, the Provider is liable only for the effort that would have been required to restore the data had the Customer carried out proper and regular data backups.
§ 11 Data protection and processing on behalf of the Customer
(1) The Provider processes personal data in accordance with the applicable data protection provisions. Details of the processing within the application are set out in the privacy policy. Insofar as the Provider processes publicly available data relating to individuals, such as review texts in Google business profiles, for its own purposes of analysis, it does so as controller in its own right as set out in the privacy policy (section 9 letter m); the DPA under paragraph 2 remains unaffected.
(2) Insofar as the Provider processes personal data on behalf of the Customer for which the Customer is the controller within the meaning of Art. 4 no. 7 GDPR (General Data Protection Regulation), the data processing agreement under Art. 28 GDPR (hereinafter “DPA”) applies, the essential content of which is made accessible to the Customer before the contract is concluded via the link provided on the registration page. The DPA is part of these Terms and is additionally made available to the Customer at any time in the customer account (Settings → Privacy & API) as a PDF document personalised to its company. The DPA takes effect when the contract for the use of the Service is concluded (§ 3), without any separate contract or separate signature being required; the rights and obligations under the DPA arise to the extent that the Provider actually processes personal data on behalf of the Customer in the course of providing the service.
(3) In the event of conflicts between the provisions of the DPA and the other provisions of these Terms, the provisions of the DPA prevail in data protection matters.
§ 12 Amendments to these Terms
(1) The Provider may amend these Terms with effect for the future if there is a valid reason for doing so. A valid reason exists in particular if the amendment is necessary in order to
a) adapt the Terms to a change in the legal situation, in supreme court case law or to requirements of public authorities,
b) close regulatory gaps or remove ambiguities,
c) reflect changed conditions or the discontinuation of third-party interfaces and data sources on which the Service depends (§ 2(4) and (9)), or
d) regulate new features of the Service whose use is optional for the Customer.
(2) The main performance obligations (in particular the scope of services of the booked plan), the fee, the term and the termination provisions as well as the provisions on liability cannot be amended under paragraph 1. An amendment under paragraph 1 must not shift the balance between performance and consideration to the Customer’s detriment.
(3) The Provider notifies the Customer of amendments under paragraph 1 in text form no later than six weeks before they take effect. The notification states the amended provisions, the reason for the amendment and the day on which it takes effect. The Customer may object to the amendments in text form until the day before they take effect. If the Customer does not object, the amendments are deemed approved. In the notification, the Provider separately draws attention to the right to object, the deadline and the significance of the Customer’s silence.
(4) If the Customer objects in due time, the contract continues on the existing terms. In that case the Provider may terminate the contract by ordinary termination with effect from the end of the current billing period, at the earliest as of the day on which the amendments would have taken effect. The Customer may also terminate the contract with effect from the day the amendments take effect, up until that day; the Provider refunds pro rata any fees paid in advance for the period thereafter.
(5) Other amendments to these Terms, in particular amendments of the provisions listed in paragraph 2, only take effect if the Customer expressly agrees to them, in text form or by confirmation in the customer account. Continued use of the Service does not constitute consent. If the Customer does not agree, paragraph 4 sentences 1 and 2 apply accordingly.
§ 13 Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) If the Customer is a merchant (Kaufmann) within the meaning of the Handelsgesetzbuch (German Commercial Code), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the Provider’s place of business. The Provider is also entitled to sue the Customer at the Customer’s general place of jurisdiction.
(3) Unless otherwise provided in these Terms, amendments and supplements to this contract and declarations made within the contractual relationship must be in text form. This also applies to the waiver of this text form requirement.
(4) The Customer may transfer rights and obligations under this contract to third parties only with the Provider’s prior consent in text form.
(5) Should individual provisions of these Terms be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions is not affected. The statutory provision applies in place of the invalid or unenforceable provision.