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RIVETTE TERMS OF SERVICES AGREEMENT

Rivette LLC (as defined below) and Company (as identified in the Subscription Agreement) agree to the terms of this Agreement (as defined below).

By accessing or using the Rivette Services, Company agrees to this Agreement on behalf of itself and its Users and represents and warrants that Company has full authority to bind itself and its Users to this Agreement. If Company does not agree to this Agreement, Company may not access or use the Rivette Services, and Company must immediately notify Rivette to cancel the Rivette Servicesidentified in the Subscription Agreement without accessing or using the Rivette Services. If Company is accepting this Agreement on behalf of another person or other legal entity, Company represents and warrants that Company has full authority to bind that person or legal entity to this Agreement.

  1. RIGHT OF USE RESTRICTIONS
    1. Right to Access and Use: Subject to the terms of this Agreement, Rivette grants Company a non-exclusive, non-transferable, worldwide right to access and use the Rivette Servicesdescribed in the Subscription Agreement during the applicable Subscription Period solely for Company’s internal business purposes. Use of the Rivette Servicesdepends on the types of subscriptions purchased (e.g. Users) and is subject to the Product Entitlement definitions on the applicable date of Company’s Subscription Agreement. Company must have an active subscription to the Rivette Servicesor have an active Support agreement for the Rivette Services, as applicable, to continue to receive access to the Rivette Services. User-based subscriptions may not be shared or used by more than one individual User but may be reassigned to new Users who are replacing former Users that have been terminated or otherwise no longer use the Rivette Services.Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including new releases, shall be subject to these or other applicable TOS. You also understand and acknowledge that Rivette may modify, terminate, suspend, or otherwise adjust any and all functions, features, options, utilities, tools or other aspects of the Service at any time without prior notice to you. You understand and agree that the Service is provided “AS-IS” and that Rivette assumes no responsibility for, among other things, availability, timeliness, deletion, failure to store any user data or communications or personalization settings, or changes to the Service Rivette may make from time to time. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary toaccess the Service.
    2. Affiliates: Company may permit its Affiliates to use the Rivette Servicesin accordance with this Agreement, provided that each Affiliate agrees in writing to be bound by this Agreement, and Company is responsible and fully liable for each Affiliate’s compliance with and breach of this Agreement.
    3. Access Software: If Rivette provides Software to Company to access the Rivette Services, Company must access the Cloud Software with that Software. Such Software is provided to Company subject to the EULA, which applies with respect to any Software. Any conflict or inconsistency between the EULA and this Agreement will be resolved in favor of the EULA if it relates to Software, and this Agreement if it relates to Rivette Servicesor other matters.
    4. Managing Parties: If Company enters into a contract for a third party to manage Company’s information technology resources (ManagingParty), Company may authorize the Managing Party to use the Rivette Serviceson Company’s behalf, provided that:
      1. the Managing Party only uses the Rivette Servicesfor Company’s internal business operations;
      2. the Managing Party agrees in writing to be bound by this Agreement;
      3. Company provides Rivette with written notice that a Managing Party will be using the Rivette Serviceson Company’s behalf; and
      4. Company remains responsible for all use of the Rivette Servicesby the Managing Party.
    5. Restrictions: Company will not and will not allow third parties to:
      1. license, sublicense, access, use, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Rivette Servicesavailable to any third party;
      2. modify, decompile, reverse engineer or copy the Rivette Services, or any of their components;
      3. access or use the Rivette Servicesto build or support any products or services competitive with the Rivette Services;
      4. use the Rivette Servicesto conduct fraudulent activities;
      5. attempt to gain unauthorized access to the Rivette Services, engage in any denial of service attacks, or otherwise cause immediate, material or ongoing harm to Rivette, its provision of the Rivette Services, or to others;
      6. impersonate or misrepresent an affiliation with a person or entity;
      7. access or use the Rivette Servicesfor monitoring the availability, security, performance, functionality, or for any other benchmarking or competitive purposes without Rivette’s express written permission;
      8. falsely identify itself or provide any false information to establish any account that will be used to gain access to and/or use of theRivette Products;
      9. use the Rivette Servicesto initiate or propagate Malware;
      10. use the Rivette Servicesas an HTTP server that allows third-party relay or proxy of web traffic; or
      11. use the Rivette Servicesin a manner that violates applicable law or regulation, infringes on the rights of any person or entity, or violates this Agreement.
      12. Each of (a) to (k) isa Prohibited Use. A Prohibited Use is a material breach of this Agreement in Rivette’s sole discretion.
  2. Right to Use Company Data
    1. Company grants Rivette a non-exclusive, royalty-free license to access and use the Company Data as necessary during the Subscription Period:
      1. for Rivette to provide the Rivette Servicesand Support to Company during the Subscription Period; and
      2. for administering this Agreement, including assuring that the right number of subscriptions and/or user accounts have been issued.
    2. Company grants Rivette a non-exclusive, perpetual right and license to use, reproduce and disclose product, support, or services-related information, Company Data (excluding Personal Data and Company Confidential Information) and material that is aggregated, anonymized, de-identified, or otherwise rendered not reasonably associated or linked to an identifiable individual or to Company for product improvement (including content synchronization, device tracking, troubleshooting), internal research to enhance Rivette’s understanding of industry segment, traffic patterns, machine learning and statistical algorithms, marketing best practices and market research in accordance with Rivette’s Privacy.

      Policy available at https://www.rivette.ai/privacy. This includes compiling statistical and performance information related to the provision and operation of the Rivette Services and making such information publicly available. Rivette retains all rights in such aggregated and anonymous data.

  3. COMPANY OBLIGATIONS
    1. Company Access: Company is responsible for all activity occurring under Company’s Rivette Servicesand Support accounts. Company will provide Rivette with all information and assistance required to supply the Rivette Servicesor enable Company’s use of theRivette Services. Company will immediately notify Rivette of any unauthorized account use or other suspected security breach, or unauthorized use, copying or distribution of Rivette Services, Documentation or Company Data.
    2. Company Data
      1. Company represents and warrants that it:
        1. has the legal rights and applicable consents to provide Company Data to Rivette;
        2. has provided any required notices and has obtained any consents and/or authorizations (including any required from Users) related to its use of the Rivette Products and Rivette’s processing of Company Data (including any Personal Data); and
        3. will comply with all applicable laws for collecting, processing, and transferring Company Data to Rivette.
        4. Company has sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Company Data. The Rivette Servicesrely on Company Data as supplied by Company, and Rivette is not liable for the content of Company Data. Except as required under applicable law, Rivette does not assume any duty or obligation to correct or modify Company Data. Except as provided in this Agreement, Company retains all right, title and interest in and to Company Data.
      2. System Administrator: As needed, Company will provide Rivette contact information for Company’s system administrator, who is authorized to provide the information required to configure and manage the Rivette Services(System Administrator). Depending on the Rivette Servicespurchased, Rivette may provide Company with a confidential accesscode to the administration tool, which may only be accessed by the System Administrator.
      3. Updated Information: Company must provide current and complete Users’ information as necessary for Rivette to manage Company’s account.
  4. TECHNICAL SUPPORT SERVICE
    1. Rivette will provide Support to Company in accordance with the applicable Service Schedule. The Support terms may be updated from time to time, however Rivette will not materially reduce the level of performance, functionality, or availability of the Support during the Subscription Period.
  5. DATA PRIVACY AND PROTECTION
    1. As Company Data may originate from various jurisdictions and as Rivette would be unaware of those jurisdictions in the provision of the Rivette Products, Company is solely responsible for ensuring that the parties enter into any necessary additional agreements as required by applicable data protection laws.
    2. Rivette will comply with Rivette’s Privacy Policy and the applicable technical and organizational measures set forth in the Documentation.
    3. To the extent Company discloses or transmits Company Data to a third party, Rivette is no longer responsible for the security, integrity or confidentiality of such content outside of Rivette’s control.
  6. Prohibition on Spam; Permission Practices; MessageRequirements.
    1. Prohibition on Spam; Permission Practices: The Site and the Products may not be used for the sending of unsolicited email messages (sometimes called “spam”). All messages sent by means of the Site or the Products shall be in compliance with ourCAN-SPAM regulation.
    2. You are responsible for ensuring that your use of the Site and the Products do not generate a number of spam or other complaints in excess of industry norms. We may terminate your access to or use of the Site and the Products if wedetermine that your level of spam or other complaints is higher than industry norms, as determined by us in our sole discretion. As a matter of privacy, we will not share with you any information about those recipients who complain about your use of the Products or file a spam report against you.
    3. You agree to import, access or otherwise use only contact lists in connection with the Site and the Products for which all listed parties have consented to receive correspondence from you (such as by opting into your “Join My Mailing List” link). It is not sufficient consent to receive email correspondence from you if a person or organization participates in a survey or registers for an event, clicks “Like” on your Facebook® page, or “follows” you on Twitter®. If you have used our feature that allows you to request a recipient to confirm that you have the recipient’s permission to send messages to such recipient (assuming such use is permitted by laws applicable to you), and such recipient has not responded or doesnot respond affirmatively to such request for confirmation, you agree that you shall not send messages to that recipient. You agree not to send messages through the Site or the Products to distribution lists, newsgroups, publicly available press or media addresses or purchased email addresses.
    4. We reserve the right without notice to take all measures of any nature (whether legal, technical or otherwise) to prevent unsolicited bulk email and/or other unauthorized email, messages or campaigns from entering, utilizing or remaining within our network.
    5. Messages: In your use of the Site or the Products, you shall represent yourself or your organization accurately and will not impersonate any other person, whether actual or fictitious.
    6. You agree that you are the sole or designated “sender” (as such term is defined in the United States’ CAN-SPAM Act of 2003 and any rules or regulations adopted under such act (the “CAN-SPAM Act”)) of any message sent by you using the Site or the Products. Similarly, for messages sent to Canadian email accounts, you are the sole person sending or causing or permitting the message to be sent by you using the Site or the Products (within the meaning of Canada’s Anti-Spam Legislation, S.C. 2010, c. 23 (“Canada’s Anti-Spam Legislation”)).
    7. You agree that for any email message sent by you using the Site or the Products, (i) the “from” line of any email message sent by you using the Site or the Products will accurately and in a non-deceptive manner identify your organization, your product or your service, (ii) the “subject” line of any email message sent by you using the Site or the Products will not contain any deceptive or misleading content regarding the overall subject matter of the email message, and (iii) you will include your valid physical address, which, if you are located in the United States, may be a valid post office box meeting the registration requirements established by the United States Postal Service and which, if you are located in India, may be a valid postal service address.
    8. Unsubscribe: Every email message sent in connection with the Products must contain an “unsubscribe” link that allows subscribers to remove themselves from your mailing list and a link. Each such link must remain operational for at least 60 days after the date on which you send the message and must be in form and substance satisfactory to us. You agree that you will not remove, disable or attempt to remove or disable either link. You shall monitor, and process unsubscribe requests received by you directly within 10 days of submission and update the email addresses to which messages are sent through your Rivette account. You cannot charge a fee, require the recipient to give you any personally identifying information beyond an email address, or make the recipient take any step other than sending a reply email or visiting a single page on an Internet website as a condition for honoring an unsubscribe request. As required under the CAN-SPAM Act and other applicable laws, you acknowledge that you are responsible for maintaining and honoring the list of unsubscribe requests following termination of your Rivette account and this Agreement.
    9. You agree that you shall not utilize the Site or the Products to send any message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose) (a “commercial electronic mail message” as defined in the CAN-SPAM Act or Canada’s Anti-Spam Legislation) to any person who has opted out or otherwise objected to receiving such messages from you or another sender on whose behalf you may be acting.
    10. receiving such messages from you or another sender on whose behalf you may be acting.
  7. Compliance with Laws.
    1. The Site and the Products shall only be used for lawful purposes and you shall use the Site and the Products only in compliance with this Agreement and all other applicable U.S., state, local and international laws in your jurisdiction, including:
      1. the CAN-SPAM Act;
      2. Canada’s Anti-Spam Legislation;
      3. any policies and laws related to unsolicited emails, spamming, data protection, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws;
      4. laws relating to advertising, sales or promotional efforts or practices, redemption, refunds and provision of your products or services;
      5. laws that govern false, unfair and deceptive practices, coupons, gift cards/certificates, defective products or services, unclaimed property, alcohol or tobacco, health and safety, fire, and hygiene standards; and
      6. laws that govern lotteries, sweepstakes, contests and promotions.
    2. You further agree to refrain from unethical, false or misleading advertising, promotions or sales efforts and practices in connection with your use of our Site or Products.
    3. You may not use our Site or Products for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce.
    4. You are responsible for determining whether our Site or Products are suitable for you to use in light of any regulations, such as the Information Technology Act, 2000 of India, and the rules framed thereunder, the Health Insurance Portability and Accountability Act of the United States (“HIPAA”), the Gramm-Leach-Blilely Act of the United States, European data privacy laws, or other laws. If you are subject to a particular regulation and you use our Site or Products, then we will not be liable if our Site or Products do not meet those requirements.
  8. TERM; TERMINATION; SUBSCRIPTION PERIODS
    1. Term: This Agreement will continue until terminated in accordance with this Agreement.
    2. Termination for Cause. Either party may terminate this Agreement immediately for cause if:
      1. the other party breaches this Agreement and has failed to remedy a remediable breach within thirty (30) days of receipt of a notice from the first party specifying the breach and requiring it to be remedied, or if the breach is incapable of remedy;
      2. the other party or its property is subject to insolvency or receivership procedures;
      3. the other party becomes insolvent or unable to pay its debts as they mature;
      4. the other party makes an assignment for the benefit of creditors; or
      5. the other party becomes the subject of any other proceeding under any bankruptcy, insolvency or debtor’s relief law.
    3. Suspension or Termination of Cloud Service by Rivette: Rivette may suspend or terminate the Rivette Services:
      1. immediately if Rivette considers it necessary to prevent or terminate any actual or suspected Prohibited Use; or upon notice to Company if:
      2. Company commits a material breach of this Agreement;
      3. Rivette reasonably determines that the volume of data being transmitted or processed through the Rivette Servicesunder Company’s account is significantly greater than the average use or may cause degradation of the Rivette Servicesfor Company or other customers; or
      4. there is a threat to the security and integrity of the hosted environment or Company Data.
      5. Suspension or termination of Rivette Servicesby Rivette will be without prejudice to any rights or liabilities accruing before or during the suspension, including Company’s obligation to pay fees.
    4. Termination Obligations: After termination of a Subscription Period for a particular Cloud Service, Company agrees that Rivette has no obligation to retain Company Data for that Cloud Service, which may be permanently deleted as part of Rivette’s record and information management and in accordance with applicable laws. If any Company Data is stored by the Cloud Service, Company is solely responsible for retrieving that Company Data.
  9. CONFIDENTIALITY
    1. Each party acknowledges that it may have access to Confidential Information of the other party in connection with this Agreement, and that each party’s Confidential Information is of substantial value to the Disclosing Party, which could be impaired if it were improperly disclosed to third parties or used in violation of this Agreement.
    2. Each Recipient of Confidential Information under this Agreement must:
      1. keep the Disclosing Party’s Confidential Information confidential and protect it at least to the same extent it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information;
      2. not use the Disclosing Party’s Confidential Information in any way for its own account or the account of any third party except to perform its duties, exercise its rights or is otherwise authorized under this Agreement; and
      3. not disclose the Disclosing Party’s Confidential Information except to perform its duties or exercise its rights under this Agreement or as otherwise authorized under this Agreement, provided that:
      4. tany disclosure made to the Recipient’s employees, contractors or agents is on a need-to-know basis; and
      5. the Recipient’s employees, contractors or agents in receipt of the Confidential Information are under an obligation of confidentiality no less stringent than that set forth in this section.
      6. Notwithstanding the restrictions in Section 6.2, if the Recipient is required to disclose any of the Disclosing Party’s Confidential Information by law, such as in response to a subpoena or requirement of any court, arbitral, administrative, or legislative body, the Recipient must:
      7. where reasonably possible and permitted, immediately provide written notice to the Disclosing Party of the required disclosure to give the Disclosing Party an opportunity to move for a protective order or otherwise prevent the disclosure;
      8. disclose only the minimum amount of Confidential Information required to satisfy the legal obligation;
        1. and assert and take proper steps with the body requiring disclosure to maintain the confidentiality of the Confidential Information to be disclosed.
    3. Company will immediately notify Rivette if Confidential Information of Rivette is used or disclosed in breach of this Agreement. As monetary damages may not be sufficient relief if anyone violates or threaten to violate the terms of this section, Rivette is immediately entitled to enforce its rights by specific performanceor injunction proceedings, in addition to any other rights or remedies it may have.
    4. Upon the Disclosing Party’s request and upon termination of this Agreement (unless agreed otherwise by the parties at the time), each party will return, destroy or delete permanently (at the Disclosing Party’s election) the other party’s Confidential Information.
    5. On termination of this Agreement, the Recipient must continue to keep the Disclosing Party’s Confidential Information confidential for five (5) years in accordancewith this section.
    6. Feedback: Company agrees that Rivette has the unrestricted right to use suggestions and feedback provided by Company regarding the Rivette Services and other products and services of Rivette and its Affiliates, without notice to, payment to or consent from Company, and that such suggestions and feedback will be the Confidential Information of Rivette, and not Company.
  10. INTELLECTUAL PROPERTY RIGHTS
    1. Ownership: The Rivette Products, Documentation and the software underlying the Rivette Services are strictly confidential to Rivette. Rivette (or its licensors) own exclusively and reserve all right, title and interest in and to the Rivette Products, Documentation and the software underlying the Rivette Services, including all related Intellectual Property Rights as well as any Derivative Works. Company agrees, on behalf of itself and its Affiliates, that Company and its Affiliates will take no action inconsistent with Rivette’s Intellectual Property Rights.
    2. Reserved Rights: Company may not exercise any right, title and interest in and to the Rivette Products, Documentation, the software underlying the Rivette Services or any related Intellectual Property Rights, except for the limited access and usage rights granted to Company in this Agreement. This Agreement is not an agreement of sale, and this Agreement does not transfer any title, Intellectual Property Rights or ownership rights to the Rivette Products, Documentation, or the software underlying the Rivette Services to Company. Company acknowledges and agrees that the Rivette Products, Documentation, and the software underlying the Rivette Services, and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the foregoing, and all other improvements, revisions, corrections, modifications, enhancements, releases, machine learning, artificial intelligence, content, and other updates in, of, or to the Rivette Services or the software underlying the Rivette Services, all Derivative Works based on anyof the foregoing, and all copies of the foregoing are trade secrets and reserved to and proprietary property of Rivette, having great commercial value to Rivette.
  11. WARRANTIES; EXCLUSIONS; DISCLAIMERS
    1. Warranty: Rivette warrants that during the SubscriptionPeriod, the Rivette Services will perform substantially in accordance with the associated Documentation. Company’s sole and exclusive remedy for Rivette’s breach of the foregoing warranty is, at Rivette’s option, the repair or replacement of the Cloud Service, or for Rivette to provide a credit for the period in which the Cloud Service did not materially comply. This warranty is conditioned upon Company providing Rivette prompt written notice of the Rivette Services’ non-conformance and using the Cloud Service as provided in this Agreement.
    2. Disclaimer of Warranties: Except as expressly stated in this section, to the extent allowed by applicable law, rivette expressly disclaims all warranties and conditions of any kind, express or implied, including without limitation any warranty, condition or other implied term as to merchantability, fitness for a particular purpose or non-infringement. Rivette makes no warranty or representation that the cloud service:
      1. will be uninterrupted, completely secure, error-free, failsafe or free of viruses;
      2. will meet company’s business requirements or operate with company’s current systems;
      3. will comply with any particular law; or
      4. will provide complete protection against any security threats vulnerabilities. No data transmission over the internet can be guaranteed to be secure. Rivette disclaims any responsibility or liability for any interception or interruption of any communications through the internet, networks, or systems outside rivette’s controlcompany is responsible for maintaining the security ofits networks, servers, applications and access codes. Rivette services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Rivette is not responsible for any delays, delivery failures, loss of company data or damages resulting from those problems. Company will not make any representation or other statement or undertake any act or omission inconsistent with this section.
    3. Third Parties: The Rivette Products may contain independent third-party products and rely on them to perform certain functionality, including: Email services, SMS services, payment integration with Stripe and PayPal and machine learning algorithms. Rivette makes no warranty as to the operation of any third-party products or the accuracy of any third-party information.
  12. Limitation of liability.
    1. Each party’s entire aggregate liability, to the other party for claims under or related to the subject matter of this agreement will not exceed the total payments paid or payable by company to rivette under this agreement in the six (6) months prior to the claim. Neither party will be liable for any consequential damages in connection with this agreement, even if the damages were foreseeable or a party has been advised of the possibility of those damages. This limitation of liability applies whether such claims arise under contract, tort (including negligence), equity, statute or otherwise. Nothing in this agreement limits or excludes any liability which cannot be limited or excluded under applicable law.
  13. INDEMNIFICATION
    1. Company Indemnification Obligations. Company will unconditionally indemnify, and defend Rivette, its Affiliates, and their officers, directors, employees, contractorsand agents (each a Rivette Indemnified Party) against any claims, liabilities and expenses (including court costs and reasonable attorneys’ fees) that a Rivette Indemnified Party incurs as a result of or in connection with:
      1. any third-party claims arising from:
        1. Company Data, including without limitation Company’s failure to follow applicable laws or obtain all necessary consents related to Company Data;
        2. Traffic Prediction:The Rivette products use statistical and machine learning algorithms to predict customer traffic and respective schedules for all locations. The schedule creation is a recommendation and does not assume any liability for any understaffing or overstaffing.Rivette LLC does not assume any responsibility for any liability issues related to its staff scheduling software
        3. Company’s use of the Rivette Services in a manner not expressly permitted by this Agreement;
        4. Rivette’s compliance with any technology, designs, instructions or requirements provided by Company or a third party on Company’s behalf;
        5. any claims, costs, damages and liabilities whatsoever asserted by any Company Representative; or
        6. any violation by Company of applicable laws or regulations; and
      2. any reasonable costs and attorneys’ fees required for Rivette to respond to a subpoena, court order or other official government inquiry regarding Company Data or Company’s use of the Rivette Services.
  14. Rivette Indemnification Obligations.
    1. Rivette will indemnify Company and, at Rivette’s election, defend Company against a third-party claim asserted against Company in a suit or action if the claim is for direct patent infringement, for direct copyright infringement, or for Rivette’s trade secret misappropriationand the claim is asserted against the Rivette Services alone and not in combination with anything else, or solely a combination of the Rivette Services.
    2. Exclusions: Notwithstanding anything to the contrary in this Agreement, Rivette will not indemnify or defend Company for claims asserted, in whole or in part, against or resulting from:
      1. Company’s breach of this Agreement;
      2. technology, designs, instructions or requirements provided by Company or a third party on Company’s behalf;
      3. modifications to the Rivette Services or use of the Rivette Services outside the scope of the applicable Documentation;
      4. use of non-current or unsupported versions of the Rivette Services;
      5. Company Data;
      6. Services Company provides using or based upon the Rivette Services; or
      7. the Rivette Services alleged implementation of some or all of a Standard.
    3. Remedies: Rivette may, in its sole discretion and at its own expense, with respect to any Rivette Product that is subject to a claim:
      1. procure Company with the right to continue using the Cloud Service;
      2. replace or modify the Cloud Service or the software underlying the Rivette Services, so it is non-infringing; or
      3. upon Company’s removal of the Software and Company’s access to the Rivette Services from Company’s systems, refund the value of the purchase price Company paid for the infringing Rivette Services.
    4. Indemnification Procedure. The indemnified party (Indemnitee) will
      1. provide prompt written notice to the indemnifying party (Indemnitor) of the claim (providedthat the failure to provide timely notice that prejudices the Indemnitor will relieve the Indemnitor of its obligations under this section to the extent the Indemnitor has been prejudiced and the failure to provide timely notice will relieve the Indemnitor of any obligation to reimburse the other party for its attorney’s fees incurred prior to notification),
      2. reasonably cooperate in connection with the defense or settlement of the claim, and
      3. give the Indemnitor sole control over the defense and settlementof the claim, provided however that any settlement of a claim will not include a specific performance obligation or admission of liability by the Indemnitee.
      4. Personal and Exclusive Indemnity: The foregoing indemnities are personal to the parties and may not be transferred to anyone. This Section states the parties’ entire indemnification obligations and Company’s exclusive remedy for claims involving infringement of Intellectual Property Rights.
  15. EVALUATION PRODUCTS AND FREE SERVICES
    1. Generally: If Company requests an evaluation of Rivette Services (Evaluation Product) or Free Services, the provisions of this section will apply and prevail over any other conflicting terms of this Agreement. Company’s use of an Evaluation Product is limited to thirty (30) days (Evaluation Period) unless agreed otherwise in writing by Rivette. During the Evaluation Period, Company may access and use the Evaluation Products solely for Company’s internal evaluation to decide whether to purchase the right to use the Evaluation Products.
    2. No Support Obligation: Rivette has no obligation to provide any Support for Evaluation Products or Free Services. Company acknowledges that the Evaluation Products and Free Services may contain errors, defects or other problems that could cause system or other failures, security breaches, interruptions and data loss.
    3. Disclaimer of Warranties:
      1. Rivette’s indemnification obligations under this section does not apply to Evaluation Products and Free Services. Evaluation Products and Free Services are provided to Company solely on an “as is” basis. To the extent permitted by law, Rivette makes no other warranties
      2. of any kind, express or implied, with respect to the Evaluation Products and Free Services and disclaims all other obligations and liabilities, or express and implied warranties regarding the Evaluation Products and Free Services, including quality, conformity to any representation or description, performance, merchantability, fitness for a particular purpose, non-infringement; or that the Evaluation Products and Free Services will be free from errors or defects. Company assumes all risk of use of Evaluation Products and Free Services.
    4. Company acknowledges that Rivette:
      1. has not promised or guaranteed to Company that Free Services will be announced or made available to anyone in the future;
      2. has no express or implied obligation to Company to announce or introduce Free Services; and
      3. is not obligated to introduce a product similar to or compatible with Free Services or any updates to any Evaluation Products and Free Services.
  16. EVALUATION PRODUCTS AND FREE SERVICES
    1. Rivette is not obligated to finally release any version of the Free Services. Company will report to Rivette unusual, unplanned, or out of the ordinary events observed in a Free Services. Access or use of a Free Services is restricted to Company’s internal performance evaluation of the Free Services.
    2. For Free Services that are features or functionality included in a paid subscription for which Rivette no longer charges or which Rivette offers to Company at no charge, the Subscription Period for the Free Services continues as long as Rivette makes the features or functionality available to Company.
    3. Rivette may, at its discretion provide Free Services to Company before, during or after Company’s paid subscription to Rivette Services, and any use is subject to the terms of this Agreement then in effect as long as the Free Services are made available to Company.
    4. Any updates or end-user assistance provided for Free Services are provided at Rivette’s sole discretion and may be discontinued at any time.
    5. Rivette may elect, at its sole discretion, to discontinue certain Free Services or particular features of the Free Services at any time (Free Services Termination). Free Services are specifically excluded from Rivette’s End-of-Life-Policy. Instead, Rivette will make commercially reasonable efforts to provide thirty (30) days’ prior notice to Company of a Free Services Termination.
    6. Rivette has no obligation to retain any Company Data or other Company information submitted orcollected through the Free Services. Rivette may delete any Company Data and other Company information at its own discretion and without prior notice to Company.
  17. COMPLIANCE WITH LAWS
    1. Each party will comply with the applicable national, state, and local laws and regulations with respect to its rights and obligations under this Agreement, including applicable privacy and export control laws and regulations, the U.S. Foreign Corrupt Practices Act, and other applicable anti-corruption laws.
    2. Company will not, directly or indirectly, export, transmit, permit access or use any Rivette Services or technical data (or any part of Rivette Services or technical data) or system or service incorporating any Rivette Services to or in any country to which export, transmission or access is restricted by regulation, statute, or other law, without the authorization, if required, of the Bureau of Industry and Security of the U.S. Department of Commerce or any other governmental entity that may have jurisdiction over export or transmission. Company will not use, transfer or access any Rivette Services for end use relating to any nuclear, chemical or biological weapons, or missile technology unless authorized by the U.S. Government by regulation or specific license.
    3. If Rivette receives notice that Company is or becomes identified as a sanctioned or restricted party under applicable law, Rivette will not be obligated to perform any of its obligations under this Agreement if such performance would result in violation of the sanctions or restrictions.
  18. GENERAL PROVISIONS
    1. Relationship: The parties are independent contractors under this Agreement and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither party intends this Agreement to benefit or create any right or cause of action in or on behalf of, any person or entity other than the parties and listed Affiliates. The Agreement is not intended to create a third-party beneficiary of any kind. Company must not represent to any third party that it has any right to bind Rivette in any manner and Company will not to make any representations or warranties on behalf of Rivette.
    2. Severability: If a court holds that any provision of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and enforceable, the court will sever and delete the provision from this Agreement. The change will affect neither the validity of the amended provision nor the validity of any other provision of this Agreement, which will continue in full force and effect.
    3. No Waiver A party’s failure or delay in enforcing any provision of this Agreement willnot operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. A waiver of any provision of this Agreement must be in writing, specify the provision to be waived and signed by the party agreeing to thewaiver.
    4. Force Majeure; other excusable failures or delays in performance
      1. Neither party is liable for delays or failures to perform any of its obligations under this Agreement to the extent caused by a Force Majeure Event.
      2. Rivette’s failures or delays in its performance are excused to the extent they result from:
      3. Company’s acts or omissions, or those of its employees, agents, users, affiliates or contractors;
      4. not with standing the generality of Section 14.5(b)(i), Company’s failure or delay in the performanceof a specific task, obligation, or responsibility under this Agreement or a Schedule, which task, obligation, or responsibility is a condition or requirement for a Rivette task, obligation, or responsibility;
      5. reliance on instructions, authorizations, approvals or other information from Company’s Representative; or
      6. acts or omissions of third parties (unless directed by Rivette).
    5. Governing Law: This Agreement shall be governed by the laws of United States District Court for the Northern District of California and state courts without regard to its conflict of law’s provisions.
    6. Jurisdiction: The United States District Court for the Northern District of California and state courts willhave exclusive jurisdiction over all disputes arising out of or relating tothis Agreement or its subject-matter.
    7. Entire Agreement, Order of Precedence and Amendments
      1. This Agreement and any Schedules constitute the entire understanding between Rivette and Company relating to its subject matter and supersede all oral or written proposals, and all communications between the parties relating to its subject matter. The terms of this Agreement will prevail, notwithstanding any variance with any purchase order or other written instrument submitted by Company, whether or not expressly rejected by Rivette.
      2. If there is any conflict or inconsistency between the terms of any document forming this Agreement, the following order of precedence will apply to the extent of the conflict or inconsistency unless expressly agreed otherwise in any subordinate document:
        1. The Agreement will prevail over any Service Schedule and Subscription Agreement; an
        2. The Service Schedule will prevail over the Subscription Agreement.
        3. Rivette reserves the right to amend any terms of this Agreement at any time. Any amendment will be, effective on the posting of an updated version at https://www.rivette.ai
    8. Notices: Any notice given under or in relation to this Agreement must be in writing, signed by or on behalf of the party giving it, and addressed to Rivette, “Attention Legal Department”, to the applicable address listed in Section 15.1(s), or Company, at the contact information Company provided when purchasing or registering for the Rivette Services. Notices will be considered delivered when received if delivered by hand with receipt, the next business day after sending it by pre-paid, nationally-recognized, overnight air courier with tracking capabilities; or five (5) Business Days after being sent by registered or certified airmail, return receipt required, postage prepaid, to the address mentioned above.
    9. Additional Documents and References: References to hyperlinked terms in this Agreement are references to the terms or content linked to the hyperlink (or the replacement hyperlink as Rivette may identify from time to time) as amended from time to time. Company acknowledges that the terms or content in the hyperlink are incorporated in this Agreement by reference and that it is Company’s responsibility to review the terms or content in the hyperlinks referenced in this Agreement.
    10. Assignment: Company may not sublicense, assign or transfer its rights under this Agreement without Rivette’s prior written consent. Any attempt by Company to sublicense, assign or transfer any of its rights, duties or obligations under this Agreement, whether directly, or indirectly by merger or acquisition, will be null and void.
  19. DEFINITIONS AND INTERPRETATION
    1. In this Agreement:
      1. Affiliate, with respect to Company, means any entity that, directly or indirectly, controls, is controlled by, or is under direct or indirect common control with such entity or one or more of the other Affiliates of that entity (or a combination thereof).
        1. For the purpose of this definition, an entity controls another entity if and as long as the first entity:
        2. owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the otherentity;
        3. can elect a majority of the directors of the other entity; or
        4. provides day to day management of such entity under contract or as managing general partner.
      2. Affiliate, with respect to Rivette, means any direct or indirect subsidiary of Rivette, LLC.
      3. Agreement means this Rivette Services Agreement, the Service Schedules and any materials available on the Rivette website that are specifically incorporated by reference.
      4. Authorized Partner means any of Rivette’s Distributors, Resellers or other business partners.
      5. Business Day means any day other than a Saturday, Sunday, statutory or public holiday in the place where the Rivette Products are provided, or the Professional Services are performed.
      6. Rivette Services means the Rivette Services that Rivette provides to Company as specified in one or more Subscription Agreements and that are subject to the applicable Service Schedule.
      7. Company Data means any data provided by Company to Rivette by and through the Rivette Services and applicable Support. Company Data may include Personal Data.
      8. Consequential Damages means indirect, special, incidental, punitive, exemplary, consequential or extra-contractual damages of any kind. including third-party claims, loss of profits, loss of goodwill, loss of personnel salaries, computer or system failure or malfunction, costs of obtaining substitute Rivette Services, work stoppage, denial of access or downtime, system or service disruption or interruption, or any lost, damaged, or stolen data, information or systems as well as the costs of restoring any lost, damaged, or stolen data, information or systems.
      9. Confidential Information means any information (regardless of the form of disclosure or the medium used to store or represent it) of a party (Disclosing Party), including tradesecrets and technical, financial or business information, data, ideas, concepts or know-how, that:
        1. is designated as “confidential” or by similar words by the Disclosing Party at the time of disclosure and, if oral or visual, is confirmed as confidential by the Disclosing Party in writing within fifteen (15) days of disclosure; or
        2. the receiving party (Recipient) should reasonably have considered to be confidential under the circumstances surrounding disclosure.
        3. However, Confidential Information does not include any information that:
        4. written records demonstrate was lawfully acquired by or previously known to the Recipient independent of the Disclosing Party;
        5. is received from a third party without restrictions on its use or disclosure and not by inadvertence or mistake;
        6. is or has become disseminated to the public through no fault of the Recipient and without violation of the terms of this Agreement or other obligation to maintain confidentiality; or
        7. is created independently by the Recipient without breach of this Agreement, including any obligation of confidentiality owed to the Disclosing Party.
      10. Derivative Work means a work that is based on one or more preexisting works (such as a revision, translation, dramatization, motion picture version, abridgment, condensation, enhancement, modification, or any other form in which preexisting work may be recast, transformed or adapted) which, if created without the authorization of the copyright owner of the preexisting work, would constitute copyright infringement.
      11. Documentation means any explanatory materials, such as user manuals, training materials, user guides, product descriptions, regarding the implementation and use of the Rivette Services that are provided by Rivette. Documentation is provided in printed, electronic or online form.
      12. End User License Agreement or EULA means the standard Rivette End User License Agreement available at https://www.rivette.ai, which governs Company’s use of any Software.
      13. Free Services means any features or functionality included in a paid subscription for which Rivette no longer charges or which Rivette offers to Company at no charge, in Rivette’s sole discretion, or other features or functionality that Rivette makes available to Company without charge, that is labeled as “Pre-Release,” “Limited Release,” “Beta” or otherwise identified by Rivette as experimental, untested, or not fully functional, and which is not a time-limited trial for Company’s evaluation purposes.
      14. Subscription Agreement means any written (electronic or otherwise) confirmation notice that Rivette issues to Company confirming the Rivette Products purchased and applicable Product Entitlement. The Subscription Agreement identifies the SKU number, quantity, Subscription Period or Support Period, and other access and use details.
      15. Force Majeure Event means any event beyond a party’s reasonable control that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery by Rivette’s vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default of suppliers or sub-contractors
      16. Intellectual Property Rights means all intellectual property or other proprietary rights throughout the world, whether existing under statute, at common law or in equity, now existing or created in the future, including:19.1.p.1.copyright, trademark and patent rights trade secrets, moral rights, right of publicity, authors’ rights;
      17. Rivette Products means any Rivette Services or Support.
      18. Personal Data means any information relating to an identified or identifiable individual or is otherwise defined as ‘Personal Data’ under other applicable data protection laws.
      19. Product Entitlement means the license or subscription types set forth in the Purchase Agreement.
      20. Representatives means a party’s Affiliates, permitted resellers, subcontractors, employees, or authorized agents.
      21. Service Schedules means the applicable Rivette Services-specific terms and conditions specified in Service Schedule 1 for the Rivette Services
      22. Software means any software program owned or licensed by Rivette, as the context requires, in object code format, provided by Rivette to Company which may be required in order for it to access the Rivette Services.
      23. Standard means a technology specification created by a government sponsored group, an industry sponsored group, or any similar group or entity that creates technology specifications to beused by others. Examples of Standards include GSM, LTE, 5G, Wi-Fi, CDMA, MPEG, and HTML. Examples of groups that create Standards include IEEE, ITU, 3GPPand ETSI.
      24. Subscription Period means the period for which Company has purchased the right to receive the Rivette Services or the time period for which Company has purchased the right to receive Support, as applicable.
      25. Support means the technical support services that Rivette provides for the support and maintenance of the Rivette Services, as specified inthe applicable Service Schedule.
      26. Support Period means the period for which Company is entitled to Support, as specified in a Subscription Agreement.
      27. User means a unique individual whom Company has authorized to use the Rivette Services pursuant to Company’s access rights under this Agreement, including Company employees, Company Affiliates, subcontractors, authorized agents and Managed Parties.
  20. In this Agreement, unless a contrary intention appears:
    1. a reference to a party includes its executors, administrators, successors and permitted assigns;
    2. headings are for ease of reference only and do not affect the interpretation or meaning of this Agreement;
    3. thesingular includes the plural and vice versa and words importing a gender include other genders;
    4. other grammatical forms or parts of speech of defined words or phrases have corresponding meanings;
    5. a reference to a clause, paragraph, exhibit, schedule or other annexure is a reference to a clause or paragraph of or exhibit, schedule or annexure e to this Agreement;
    6. the words “include”, “including”, “such as” and similar expressions are not used as, nor are intended to be, interpreted as words of limitation; and
    7. the meaning of this Agreement will be interpreted based on its entirety and not just on isolated part