Software Licensing Agreement for RyzerX
Effective Date: May 2026
This Software Licensing Agreement (“Agreement”) governs the access, licensing, deployment, and use of software, APIs, infrastructure, digital workflows, and platform services provided by RyzerX. This Agreement applies to institutions, asset issuers, fund managers, regulated entities, fintech platforms, distributors, partners, and enterprise customers who access or deploy RyzerX software, whether through RyzerX-hosted infrastructure, white-label deployments, API integrations, sandbox environments, or custom enterprise implementations.
By accessing, integrating, subscribing to, or using RyzerX software or related services, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement.
1. About RyzerX
RyzerX is an institutional software platform designed to help organizations structure, issue, distribute, manage, and scale tokenized real-world assets across global private markets. RyzerX provides modular software products including compliance automation, issuance workflows, white-label infrastructure, investor onboarding, liquidity distribution, digital custody integrations, settlement automation, reporting engines, and AI-assisted regulatory workflows.
This Agreement covers all RyzerX software products including:
RyzerX Juris AI
RyzerX Flow
RyzerX Core
RyzerX Liquid
RyzerX Yield
RyzerX Shield
RyzerX Exchange
RyzerX APIs
RyzerX Developer Sandbox
RyzerX White-Label Infrastructure
2. License Grant
Subject to compliance with this Agreement, RyzerX grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use RyzerX software solely for your internal business operations, regulated financial activities, asset issuance, investor servicing, compliance operations, or other authorized commercial use cases approved by RyzerX.
This license does not transfer ownership of any software, intellectual property, source code, proprietary models, workflows, documentation, or technology components.
Access rights are granted only for the subscription term, deployment scope, and authorized users specified in your commercial agreement, order form, or enterprise subscription.
3. Scope of Licensed Use
Depending on your subscription plan, RyzerX may license access to software capabilities including asset structuring workflows, regulatory automation, investor onboarding, KYC and AML modules, issuance dashboards, API connectivity, cap table management, secondary market integrations, settlement tools, treasury automation, analytics, and white-label branding capabilities.
Your license may include access to cloud-hosted software, dedicated enterprise environments, API endpoints, sandbox environments, custom integrations, or on-premise deployments, as mutually agreed in writing.
Use of RyzerX software outside the agreed scope, jurisdiction, entity structure, or approved commercial model may require additional licensing.
4. White-Label Licensing
If you license RyzerX through a white-label deployment, RyzerX grants your organization the right to configure approved branding elements such as logos, colors, domain names, user interfaces, investor portals, and communications templates for commercial deployment under your brand.
White-label licensing does not transfer ownership of RyzerX source code, architecture, product logic, APIs, compliance engines, or proprietary infrastructure.
All white-label deployments remain powered by RyzerX technology unless otherwise agreed in writing.
5. Ownership and Intellectual Property
RyzerX retains all rights, title, and interest in and to its software, source code, object code, APIs, workflows, AI models, architecture, documentation, user interfaces, branding elements, algorithms, trade secrets, and related intellectual property.
Nothing in this Agreement grants you ownership rights in RyzerX software or technology.
Any feedback, enhancement suggestions, feature requests, bug reports, workflow improvements, or product recommendations provided by you may be used by RyzerX without restriction or compensation.
6. Restrictions on Use
Unless expressly authorized in writing, you may not copy, reproduce, modify, reverse engineer, decompile, disassemble, redistribute, sublicense, resell, lease, rent, or otherwise exploit RyzerX software or any part of its infrastructure.
You may not attempt to access source code, bypass security controls, extract proprietary logic, interfere with platform operations, create derivative products based on RyzerX technology, or use RyzerX software to build competing infrastructure.
You may not use RyzerX software for unlawful activities, sanctioned transactions, unauthorized securities offerings, market manipulation, fraudulent investor solicitation, or activities prohibited under applicable financial regulations.
7. Subscription and Commercial Terms
Access to RyzerX software may be provided under subscription-based licensing, transaction-based licensing, enterprise licensing, project-based deployment, revenue-sharing arrangements, API usage plans, or custom institutional agreements.
Fees, billing schedules, user limits, transaction thresholds, deployment scope, support tiers, and renewal terms will be specified in your order form, commercial proposal, subscription agreement, or enterprise statement of work.
Unless otherwise agreed, all subscription fees are payable in advance and are non-refundable.
Late payments may result in service suspension, reduced platform access, or termination of licensed rights.
8. User Accounts and Access Control
You are responsible for maintaining the confidentiality of your account credentials, API keys, authentication tokens, and administrator permissions.
You must ensure that only authorized users access RyzerX software under your organization’s license.
RyzerX may suspend access where unauthorized usage, credential compromise, abnormal platform activity, or security risks are detected.
9. Compliance Responsibilities
RyzerX provides infrastructure, automation, and workflow support for regulated digital asset operations. However, you remain solely responsible for your legal, regulatory, tax, securities, licensing, fundraising, investor suitability, disclosure, and jurisdictional compliance obligations.
RyzerX software, including RyzerX Juris AI, provides workflow assistance and regulatory intelligence but does not constitute legal advice, regulatory approval, tax advice, securities advice, or investment recommendations.
You are responsible for obtaining independent legal and regulatory counsel before launching any asset, offering, fund, debt instrument, tokenized product, or cross-border investment program.
10. API Licensing
If your subscription includes API access, RyzerX grants you limited access to approved APIs solely for authorized integrations, investor workflows, data synchronization, reporting, compliance automation, and platform extensions.
API usage may be subject to rate limits, environment restrictions, security reviews, and usage thresholds.
RyzerX reserves the right to monitor, throttle, suspend, or revoke API access where abuse, excessive consumption, security risks, or unauthorized usage is detected.
11. Data Ownership
You retain ownership of your business data, investor records, offering documents, transaction records, branding assets, uploaded documents, workflows, and operational content submitted to RyzerX.
RyzerX retains ownership of system-generated analytics, platform intelligence, aggregated performance insights, workflow metadata, product telemetry, and anonymized usage data used for platform improvement.
Data handling is governed by the RyzerX Privacy Policy.
12. Confidentiality
Both parties agree to protect confidential information disclosed during the course of the relationship, including technical specifications, pricing, business strategies, investor records, product roadmaps, architecture, source materials, compliance workflows, and commercial terms.
Confidentiality obligations survive termination of this Agreement.
13. Security and Infrastructure
RyzerX operates institutional-grade infrastructure with encryption, role-based permissions, audit trails, secure APIs, key management, infrastructure monitoring, and security controls designed for financial institutions.
While RyzerX implements commercially reasonable safeguards, no software platform can guarantee uninterrupted or risk-free operation.
You are responsible for maintaining your own internal security policies, access controls, and operational safeguards.
14. Service Availability
RyzerX aims to provide reliable, enterprise-grade platform availability. However, service interruptions may occur due to maintenance, upgrades, third-party dependencies, force majeure events, network issues, security incidents, or regulatory requirements.
RyzerX does not guarantee uninterrupted service unless covered by a separate enterprise SLA.
15. Support and Maintenance
Depending on your subscription, RyzerX may provide onboarding assistance, documentation, product updates, bug fixes, technical support, training, integration support, dedicated account management, or enterprise implementation services.
Support scope is defined in your commercial agreement.
16. Term and Termination
This Agreement remains effective for the duration of your subscription or enterprise engagement unless terminated earlier.
RyzerX may suspend or terminate access immediately if:
Subscription fees remain unpaid
Regulatory violations are detected
Fraudulent activity is suspected
Platform abuse occurs
Intellectual property rights are violated
Security threats are identified
Contractual obligations are breached
Upon termination, your license rights immediately cease.
17. Limitation of Liability
To the maximum extent permitted by law, RyzerX shall not be liable for indirect, incidental, special, punitive, consequential, or lost-profit damages arising from the use of its software.
RyzerX’s total liability under this Agreement shall not exceed the fees paid by you to RyzerX during the twelve months preceding the claim.
18. Indemnification
You agree to indemnify, defend, and hold harmless RyzerX, its officers, employees, partners, licensors, and affiliates from claims arising from your use of the software, regulatory violations, securities violations, investor disputes, data misuse, unauthorized offerings, or breach of this Agreement.
19. Governing Law
This Agreement shall be governed by the laws specified in your executed commercial agreement or enterprise order form.
Where no separate governing law is specified, disputes shall be governed by the laws of the applicable RyzerX contracting entity.
20. Updates to This Agreement
RyzerX may update this Software Licensing Agreement periodically to reflect product changes, regulatory developments, legal requirements, or operational improvements.
Material updates may be communicated through platform notices, email communications, or website updates.
Continued use of RyzerX software after updates constitutes acceptance of the revised Agreement.
Contact RyzerX
For licensing, enterprise deployment, legal, or compliance inquiries, please contact:
RyzerX
Licensing: hello@ryzer.app
General Inquiries: hello@ryzer.app
Website: www.ryzer.app
This Software Licensing Agreement applies to all RyzerX software, APIs, enterprise infrastructure, white-label deployments, investor platforms, compliance engines, exchange integrations, and digital asset workflows.