RIVERY ONLINE TERMS AND CONDITIONS

Last Updated: March 2017

 

[Rivery, Ltd.] (“Rivery”, or “us”, “our”, “we”) provides a proprietary big data management platform (the “Services”). These Terms and Conditions (“Terms”), alo

please read these terms carefully. By accessing or using the Services, you (either individually or on behalf of the entity or company that you represent) signify your assent to be unconditionally bound by these terms. if you do not agree to these terms, do not access or use the services. Changes may be made to these Terms from time to time. Your continued use of the Services will be deemed acceptance to any such amended or updated Terms

By clicking “accept” or signing the order form: (1) you acknowledge that you have read, understood and agreed to these Terms; and (2) if you are acting on behalf of a legal entity, you confirm that you accept these Terms as an individual and on behalf of such entity and have the authority to enter into this these terms on its behalf.

 

  1. Services. Subject to the terms and conditions hereof, Rivery allows Customer to access and use the Services during the Term on a non-exclusive basis. Customer shall use the Service solely for its internal business operations. Rivery may use affiliates and subcontractors to provide the Services, subject to the terms and conditions of these Terms. Customer shall only access the Services over the Internet and has no right to obtain any code (executable or source) in respect of the Services.

 

  1. Registration. In order to use the Services, Customer will be required to register with Rivery. Customer must provide all information as requested by Rivery in the registration process, and Customer represents and warrants that all such information shall be accurate and complete. Customer shall keep such information up-to-date. Customer shall immediately notify Rivery if there is a security breach of its account.

 

  1. Restrictions. Except as set forth expressly herein, Customer shall not, and shall not permit any third party, to (a) reverse engineer, decompile or attempt to find the underlying code of, the Services; (b) modify the Services, or insert any code or product, or manipulate the Services or their presentation in any way; (c) circumvent any security or access control measures of the Services, (d) copy, frame or mirror the Services, (e) use the Services to store or transmit any viruses, worms, time bombs, Trojan horses, or any other harmful or malicious code, files, scripts, agents or programs (f) sublicense, distribute, or provide any third party with access to the Services or (g) use the Services in any manner not permitted under the terms of these Terms. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Customer shall inform Rivery in writing in each instance prior to engaging in the activities set forth above.

 

  1. Obligations. Customer shall ensure that its use of the Service is lawful and complies with all applicable laws, rules and regulations, including all requirements of third party data providers. Customer shall not use the Service for any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, foreign law or industry standard, including, without limitation, any applicable laws and regulations governing privacy, export control, consumer protection or unfair competition. Additionally, Customer must not use the Service for any activity that may be deemed as threatening, harassing, anti-competitive, misleading, libelous, defamatory, obscene or otherwise objectionable.

 

  1. Customer Data. The Services will integrate (i) data that you submit to the Services; and (ii) any data that you authorize Rivery to extract, transfer, and load onto the Services (“Customer Data”). Customer represents and warrants that it has the right to provide such Customer Data and it has obtained all necessary permissions and consents necessary to provide such Customer Data to Rivery. Customer further represents and warrants that the Customer Data (i) does not infringe the intellectual property, publicity or privacy rights of any third party, (ii) does not contain any defamatory, libelous, obscene or otherwise offensive material, (iii) complies with all applicable law and regulations, and (iv) does not contain any worms, viruses, spyware, adware or other malicious or intrusive software. Rivery will employ industry-standard security measures to ensure that Customer Data is not disclosed to third parties. All such Customer Data shall be deemed the Confidential Information of Customer subject to the non-disclosure and non-use provisions of Section 8 hereof, provided however that Rivery may use affiliates or independent contractors to store or process such data as long as such affiliates and independent contractors are subject to confidentiality obligations substantially similar to those set forth herein. Such affiliates and independent contractors may not be located in the jurisdiction of the Customer. Rivery will use your Customer Data only to provide the Services and only as permitted by these Terms and our Privacy Policy. You acknowledge and agree that in order to provide the Service, we may, on your behalf and request, copy, delete and edit your Customer Data that you store on our servers or on a third-party service.

 

  1. Intellectual Property. As between the parties, Rivery shall have all right, title and interest in the Services, and all software that provides the Services. Rivery does not request feedback regarding the Services Notwithstanding the foregoing, if Customer provides Rivery with any feedback regarding the Services, Rivery and its affiliates may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Nothing in these Terms shall be interpreted to provide Customer any rights in the Services except the limited right to receive the Service subject to the terms and conditions hereof.

 

  1. Costs and Taxes. Customer shall make payment to Rivery pursuant to the order form agreed between the parties (the “Service Fees”). Each Party will bear its own costs and expenses incurred in connection with the transactions contemplated hereby. Each party shall be responsible for payment of its own taxes arising from the transaction.

 

  1. Confidentiality. Either party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) certain confidential information regarding the technology and business of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except for purposes of providing or receiving the Services or in furtherance of the relationship of the parties hereunder. Confidential Information shall not include information that the Receiving Party can show (a) was already lawfully known to or independently developed by the Receiving Party without access to or use of Confidential Information, as shown by contemporary documentary evidence, (b) was received from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, regulation or court order provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. The Receiving Party shall restrict disclosure of Confidential Information of the Disclosing Party to those of its employees and independent contractors with a reasonable need to know such information for the purposes of these Terms and which are bound by written non-disclosure and non-use obligations no less restrictive than those set out herein. All non-public technical details of the Service are the confidential information of Rivery. The non-disclosure and non-use obligation set forth in this section 8 shall survive termination or expiration of the agreement for a period of 5 years.

 

  1. Support. Rivery agrees to provide reasonable support in connection with the Services.

 

  1. Infringement. If the Services become, or in Rivery’s opinion is likely to become, the subject of an infringement claim, Rivery may, at its option and expense, either (a) procure for Customer the right to continue using the Services, (b) replace or modify the Services so that they are non-infringing, or (c) terminate these Terms and provide to Customer a pro-rata refund for that part of the Services not used by Customer. Notwithstanding the foregoing, Rivery shall have no obligation for any claim of infringement to the extent arising from: (1) any combination of the Services with any third party programs, equipment or hardware, where such infringement would not have occurred but for such combination; (2) the adaptation or modification of the Services, where such infringement would not have occurred but for such adaptation or modification; (3) the use of the Services in a manner for which they were not designed or intended or which is not permitted hereunder, where such infringement would not have occurred but for such use or (4) any claim to the extent arising out of Customer’s breach of these Terms. This Section states Rivery’s entire liability and Customer’s sole and exclusive remedy for infringement claims and actions.

 

  1. Indemnification. Customer shall defend, indemnify and hold harmless Rivery (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Rivery may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to any breach of these Terms by Customer. Customer may not settle or compromise such suit without the written consent of Rivery. Rivery may be represented in any such suit by counsel of its own choosing at its own expense.

 

  1. Disclaimer of Warranties. Customer accepts the Services “as is”. Rivery makes no warranties or representations regarding the Services and disclaims all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose or non-infringement. No other document or oral statements made by Rivery or its representatives shall be deemed to provide any warranty or representation unless expressly set forth herein.

 

  1. limitation of Liability. in no event shall Rivery (or its affiliates, directors, officers, employees, consultants, shareholders, advisors and third party data service providers) have any liability for any consequential, indirect, direct, special or punitive damages, arising out of or relating to the services or the arrangements contemplated herein, including in respect of lost profits, lost business opportunities or lost data. In no event shall the liability of Rivery (or its affiliates, directors, officers, employees, consultants, shareholders, advisors and third party data service providers) for the provision of the services or under any provision of these terms exceed the amount of payment received by Rivery from Customer in the 12 months preceding the applicable claim.

 

  1. Term. Unless otherwise set forth in the order form signed between Customer and Rivery, the duration of these Terms (the “Term”) shall commence on the signature date of the order form and shall continue unless terminated by either party with 60 days written notice. Rivery may terminate these Terms with written notice if it has reason to believe that Customer is in breach of any provision of these Terms. Upon any termination or expiration of these Terms, Rivery will cease providing the Services and any outstanding balance for Services rendered through the date of termination will be immediately due and payable in full.  Sections 3 through 16 of these Terms shall survive any termination thereof.

 

  1. Publicity. Customer agrees that Rivery may disclose that Licensee is using the Services, including by displaying Customer’s name and logo in the website and other marketing materials of Rivery. Customer may at any time contact Rivery and request that Rivery stops using Customer’s name in its marketing materials within a reasonable time.

 

  1. Miscellaneous. These Terms together with the order form represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. In the event of any conflict between these Terms and an order form, the terms and conditions of these Terms will govern and take precedence, except where an order form expressly states that it is to take precedence over a particular provision of these Terms or where provided otherwise in these Terms. . A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Rivery may provide Customer with notices required hereunder by contacting Customer at any email address Customer provided, including in its registration information. Rivery may assign its rights or obligations pursuant to these Terms. Customer agrees not to assign any rights under these Terms; any attempted assignment shall be null and void. The Services may not be exported, and no services utilizing the Services may be provided, except as authorized and as permitted by the applicable laws and regulations, including applicable export laws and regulations. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of New York, and the competent courts in the State of New York shall have exclusive jurisdiction to hear any disputes arising hereunder.