Rivery Platform Terms and Conditions

These Terms and Conditions to the Rivery Platform (the “Terms“), together with any ordering document to which they are attached or otherwise incorporated into (the “Order Form”) the DPA (as defined below) (collectively, the “Agreement”) set forth the terms under which Customer (as defined below) may access and use the Service (as defined below). In the event of any conflict between the Order Form and these Terms, the terms of the Order Form shall prevail. Capitalized terms used but not defined in these Terms shall have the meaning ascribed to them in the Order Form.

By accepting these Terms, executing any Order Form referencing these Terms or by accessing the Services, the Customer hereby agrees and accepts the Agreement in full, and the Agreement is effective as of the date Customer accepts the Agreement as aforementioned (the “Effective Date”). If you are an individual who consents to this Agreement on behalf of the Customer, you represent and warrant that you have the authority to bind Customer to this Agreement and your consent to this Agreement will be treated as the consent of the Customer.

“Rivery” means the contracting Rivery entity in accordance with Section ‎10.3 below.

“Customer” shall mean: (i) the company or legal entity accepting the Agreement and/or executing an Order Form, and in the event of an individual accepting the Agreement or executing an Order Form on behalf of a company or other legal entity, then such company or other legal entity; or (ii) in the event of an individual accepting the Agreement and/or executing an Order Form on his or her own behalf, then such individual.

1.    RIVERY SERVICE

1.1   Provision of Service. Rivery provides an intuitive SaaS integration tool to consolidate all Customer’s data from both internal and external sources into a single data platform in the cloud. Rivery is a code free flexible tool that allows Customer to focus on insights and actions, while Rivery builds and maintains Customer`s data pipelines (the “Service”). The Service is described more fully in the then-current version of any supporting technical documentation provided to Customer by Rivery or available on Rivery’s website at https://rivery.io/ (“Documentation”). The Service is provided on a subscription basis. 

1.2   Access to the Service. Subject to the terms and conditions of the Agreement, Rivery hereby grants to Customer a non-exclusive, non-transferable, right during the subscription term to access and use the Service solely for Customer’s internal business purposes and pursuant to the Documentation, including any restrictions designated on the first page of this Agreement and hereunder. 

1.3   Restrictions. Customer shall not use the Service in a manner that violates any applicable Laws. Further, Customer shall not: (a) unless in accordance with the terms herein, grant third parties permission to use the Service, resell, transfer, pledge, lease, rent, or share Customer’s rights under this Agreement (including use of the Service); (b) modify, remove or amend Rivery’s name or logo, update, reproduce, duplicate, copy all or any part of the Service; (c) make the Service or content generated by the Service available to anyone other than Customer’s employees and consultants for use for its own benefit as intended pursuant to this Agreement, or use the Service for the benefit of any entity other than Customer; (d) access or attempt to access any of Rivery’s systems, programs or data that are not made available for public use or expressly to Customer, or attempt to bypass any security and traffic management devices of Rivery; (e) use the Service for benchmarking or developing a product which is competitive with any Rivery products or services; or (f) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, object code or underlying ideas, structure, know-how, algorithms, file formats or programming or interoperability interfaces relevant to the Service or any software, documentation or data related to the Service by any means whatsoever. “Laws” refers to any statute, regulation, rule, ordinance or ruling by a foreign, federal, state or local government including, but not limited to data transfer, intellectual property rights and privacy laws.

2.   FEES & TAXES

2.1   Customer shall pay all fees stated in the Order Form in accordance with the payment terms set forth in the Order Form. In the absence of an Order Form, the Customer shall pay for actual usage of the Services according to the then-current prices listed at https://rivery.io/pricing/ on a Net+30 basis from receipt of invoice.

2.2   All payments to be made by Customer to Rivery under the Agreement shall be made without any tax deduction unless Customer is required by applicable Laws to make such tax deduction, in which case the sum payable by the Customer (in respect of which such tax deduction is required to be made) shall be increased to the extent necessary to ensure that Rivery receives a sum net of any deduction or withholding equal to the sum which it would have received had no such tax deduction been made or required to be made.

2.3.  If Customer fails to make any payment when it’s due, then Rivery will be entitled, without limiting any other remedies afforded to its under this Agreement or applicable law, to charge interest on the late payment at the lower rate of: (i) 2.0% per month, or (ii) the highest rate permitted by law.

3.   CUSTOMER DATA AND CUSTOMER OBLIGATIONS

3.1   “Customer Data” means electronic data and information submitted by or for Customer to the Service or collected and processed by or for Customer in the framework of the Service.

3.2   Customer Obligations. Customer shall ensure that Customer’s use of Service and all Customer Data is at all times compliant with all applicable Laws. Customer represents and warrants to Rivery that Customer has sufficient rights in the Customer Data as to authorize Rivery to use, display, generate, process distribute, display and make any other use of the Customer Data as contemplated by this Agreement. 

3.3   Rights in Customer Data. As between the parties, it is hereby agreed that Customer shall retain all right, title and interest (including any and all intellectual property rights, if any) in and to the Customer Data. Subject to the terms of this Agreement, Customer hereby grants Rivery a non-exclusive, worldwide, royalty-free right to use, copy, store, process, transmit, distribute, perform and display, modify and create derivative works of the Customer Data solely to the extent necessary to provide the Service and to comply with applicable Laws.

4.   OWNERSHIP

4.1   Rivery Technology. This is a subscription agreement for use of Service and not an agreement for sale. Customer acknowledges that it is obtaining only a limited right to use the Service on a hosted basis. Customer agrees that Rivery or its licensors retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the Service, the Documentation and any and all related and underlying software (including interfaces), databases, technology, and all copies, modifications and derivative works thereof (collectively, “Rivery Technology”). Rivery reserves all rights to the Service not expressly granted in this Agreement.

4.2   Feedback. If Customer provides Rivery with feedback data (e.g., questions, comments, suggestions, enhancement requests, recommendations or other forms of feedback) regarding the Rivery Technology (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and Customer hereby grants Rivery a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate such Feedback into the Rivery Technology and/or other current or future products or services of Rivery (without any compensation to the Customer).  

5.   CONFIDENTIAL INFORMATION

5.1   Confidentiality. Each party (as “Receiving Party”) hereto acknowledges that the Confidential Information of the disclosing party (“Disclosing Party”) constitutes valuable confidential and proprietary information. Each party will (i) hold the Confidential Information of the other party in confidence, (ii) not disclose to any other person or use such Confidential Information or any part thereof, except in connection with the limited purpose of performing its obligations pursuant to the terms of this Agreement and except if compelled to do so under applicable law and has delivered a written notice to that effect to the disclosing party and taken all reasonable steps to avoid the disclosure of such Confidential Information, and (iii) use at least the same degree of care with respect to the other party’s Confidential Information as it uses to avoid the unauthorized use, disclosure or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care. Each party will disclose the other party’s Confidential Information, to the extent such disclosure is permitted under the terms of this Agreement, to its employees and agents on a “need to know” basis; provided in each case that such employees and agents are bound by confidentiality obligations similar to those in this Agreement.

“Confidential Information” means any proprietary information, trade secret and other information, which is disclosed by a party to the other party, whether tangible or intangible, including, but not limited to, the terms of this Agreement and information relating to the Services, technical and financial information and any improvements, enhancements, product specifications and plans, technical data, know-how, show-how, techniques, algorithms, routines, compositions, processes, formulas, methods, designs, design rules, drawings, flow charts, samples, inventions (whether reduced to practice or not), discoveries, concepts, ideas, past, current and planned research, development or experimental work, hardware, software (object code and source code), databases, systems, structures, architectures, current and planned distribution methods and processes, customer lists, current and anticipated customer requirements, price lists and market studies, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Confidential Information does not include information which (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

6.   LIMITED WARRANTY

6.1   Limited Warranty. Rivery shall use reasonable effort consistent with prevailing industry standards to maintain the Service in a manner which minimizes errors and interruptions in the Service and shall perform the Service in a professional and workmanlike manner. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Rivery or by third-party providers, or because of other causes beyond Rivery’s reasonable control, but Rivery shall use reasonable efforts that any scheduled service disruption will occur out of business hours (EST) and to provide advance notice by e-mail of any scheduled service disruption. Further, Rivery represents and warrants that the Service, when used in accordance with this Agreement, will perform in all material respects in accordance with the Documentation. Customer’s sole and exclusive remedy under such warranty shall be that Rivery will use commercially reasonable efforts to provide Customer the remedy services or if Rivery determines such remedy to be impracticable, to allow Customer to terminate the Agreement and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the Service that it has not received as of the date of the warranty claim. The limited warranty set forth in this Section ‎6.1 shall not apply: (i) unless Customer makes a claim within sixty (60) days of the date on which the condition giving rise to the claim first appeared and support it with documented evidence, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (iii) with respect to Service provided on a no-charge or evaluation basis. In addition, this warranty shall not apply to any portion of the Service that (a) has been subject to abuse or misuse, (b) is used in combination with any other products, process, equipment or software not approved by Rivery, or (c) is related to a virus, worms and the like. 

6.2   Warranty Disclaimer. NOTWITHSTANDING ANY OTHER PROVISIONS HEREUNDER, RIVERY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT FOR THE LIMITED WARRANTY IN SECTION ‎6.1, THE SERVICE IS PROVIDED “AS IS”. NEITHER RIVERY NOR ANY OF ITS LICENSORS AND SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY STATUTORILY REQUIRED WARRANTIES SHALL BE LIMITED AS PROVIDED HEREIN. RIVERY SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF RIVERY. 

7.   LIMITATION OF REMEDIES AND DAMAGES

7.1   Liability. IN SECTION ‎7 (LIMITATION OF REMEDIES AND DAMAGES), “LIABILITY” MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE.

7.2   Limitations. SUBJECT TO SECTION ‎7.3 (EXCEPTIONS TO LIMITATIONS): 

7.2.1   NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR: (1) THE OTHER PARTY’S LOST REVENUES; (2) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE DATE); OR (3) EXEMPLARY OR PUNITIVE DAMAGES; AND

7.2.2   EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO RIVERY FOR THE APPLICABLE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING TYPES OF LOSSES OR DAMAGES. 

7.3   Exceptions to Limitations. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY RESULTING FROM ITS GROSS NEGLIGENCE OR THE GROSS NEGLIGENCE OF ITS PERSONNEL; OR (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS.

8.   TERM; TERMINATION; SUSPENSION

8.1   Term. The term of the Agreement shall commence on the Effective Date and shall continue until all Order Forms have expired or terminated in accordance with its terms (together with any period(s) of extension, the “Term”).

8.2   Termination. Either party may terminate this Agreement by providing a written notice if the other party materially breaches its obligation hereunder, which default is incapable of cure or which, being capable of cure, has not been cured within thirty (30) days after receipt of written notice from the non-defaulting party.  

8.3   Effects of Termination. Upon termination or expiration of this Agreement for any reason whatsoever, (i) all rights granted to Customer under this Agreement will immediately cease to exist and Customer shall immediately stop using the Service, and (ii) solely if terminated by Customer in accordance with Section ‎8.1 above, Rivery shall refund the prorated amount of fees prepaid for Service not rendered. 

8.4   Suspension. Rivery reserves the right to temporarily suspend provision of the Services and/or access to the Services: (a) if Customer is thirty (30) days or more overdue on a payment; (b) if Rivery deems such suspension necessary as a result of Customer’s breach of the subscription (such as a breach under Section ‎1.3 (Restrictions)); (c) if Rivery reasonably determines suspension is necessary to avoid material harm to Rivery, to its other customers, or to the Services; or (d) as required by Laws or at the request of a governmental entity.

8.5   Survival. The following Sections of these Terms shall survive any expiration or termination of this Agreement: ‎3 (Customer Data and Customer Obligations), ‎4 (Ownership), ‎5 (Confidentiality), ‎7 (Limitation of Remedies and Damages), ‎8 (Termination; Suspension), ‎9 (Data Processing Agreement), and ‎10 (General). 

9.   DATA PROCESSING AGREEMENT

9.1   DPA. The parties shall comply with the terms of Rivery’s data processing agreement available at rivery.io/dpa (the “DPA“) which is hereby incorporated by reference into this Agreement. For the purposes of the Standard Contractual Clauses attached to the DPA, when and as applicable, Customer is the data exporter, and Customer’s acceptance of this Agreement, shall be treated as signing of the Standard Contractual Clauses.

10.   GENERAL 

10.1   Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement except upon the advance written consent of the other party, except that ether party may assign this Agreement to its affiliates or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. 

10.2   Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

10.3   Rivery Contracting Entity; Governing Law; Jurisdiction and Venue. Unless otherwise stated in the Order Form, the meaning of Rivery, the laws governing this Agreement (excluding conflict of laws principles), and the jurisdiction in which any claims and/or disputes arising from the Agreement shall be adjudicated are set forth in the table below, in each case based on where the country in which the Customer is domiciled:

10.4   Rivery’s Customer List. Rivery may disclose Customer as a customer of Rivery and use Customer’s name and logo on Rivery’s web site and in Rivery’s promotional materials, unless such permission is revoked by the Customer in writing, in its sole discretion. 

10.5.  Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer, including any electronic invoicing portals and vendor registration processes, will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

10.6   Entire Agreement. This Agreement (including mutually agreed exhibits or attachments) together with any applicable Purchase Order constitute the entire and exclusive understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. 

10.7   Force Majeure. Rivery shall not be liable to the Customer for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of Rivery, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

10.8   Third Party Beneficiaries. No third party is intended to be a beneficiary of this Agreement nor entitled to enforce its terms directly.

10.9   Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.