Effective Date: February 27, 2018
Welcome to RivetHealth.com, which is owned and operated by Rivet Health, Inc. (“Rivet,” “we,” or “us”). We are an online healthcare business management service designed especially for professionals that work in health services. By visiting or accessing www.rivethealth.com or any of its related applications, dashboards, materials, or platforms (individually and collectively, the “Website”), or by using (either for yourself or on behalf of a client) any services (“Services”) or purchasing any products (“Products”) from Rivet, you are agreeing to the following terms and conditions (the “Terms” or “Agreement”). These Terms are intended to explain our obligations as a service provider and your obligations as a customer; please read them carefully. For purposes of these Terms, “you” means you and the entity you represent and also refers to any person who accesses the Website, uses the Services, or purchases any of the Products by any method on your behalf. These Terms are binding on any use of the Services and apply to you from the time that Rivet provides you with access to the Services. BY CLICKING “I AGREE” ON ANY ONLINE DOCUMENT OR WEBPAGE, RECEIVING A PURCHASE ORDER OR SIMILAR ORDER FORM CONTAINING AN ATTACHMENT WITH THESE TERMS OR A LINK TO THESE TERMS AT https://rivethealth.com/terms/, OR USING THE SERVICES AS A PAID OR PILOT SUBSCRIBER, YOU AGREE TO THESE TERMS. IF AN INDIVIDUAL IS ENTERING INTO THESE TERMS ON BEHALF OF AN ORGANIZATION, SUCH ORGANIZATION SHALL BE DEEMED THE CUSTOMER (“CUSTOMER”) HEREUNDER AND SUCH INDIVIDUAL HEREBY REPRESENTS AND WARRANTS THAT HE HAS THE POWER AND AUTHORITY REQUIRED TO BIND SUCH ORGANIZED TO THESE TERMS.
YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE, AND THAT, IF YOU ARE ACCESSING THE WEBSITE ON BEHALF OF AN ENTITY, COMPANY OR OTHER ORGANIZATION, YOU ARE AUTHORIZED TO ACT ON BEHALF OF SUCH ENTITY, COMPANY OR OTHER ORGANIZATION AND TO BIND IT TO THE TERMS SET FORTH HEREIN.
3. Services, Term and Fees. We offer several different Services. These Services may include, but are not limited to: (1) the use of Rivet’s platform, reporting, and dashboard and (2) other services. We may, at our discretion, periodically change the description or content of our Services in order to reflect changes to the Services offerings and features, including, without limitation, to reflect enhanced capabilities, changes in the Services Terms, changes in regulatory requirements, and/or any other modification intended to improve the efficacy of the Services or better address a perceived need among our customers. The initial term for any Services is one year, unless terminated for material breach by either party. If you terminate during the first year for any reason other than our material breach (and if we fail to cure such material breach after 30 days’ written notice), you will still be responsible for the fees due for the entire term of one year. After the initial term of one year, this Agreement shall automatically renew for additional 12 month periods until terminated by either party by giving written notice at least 30 days prior to the end of the then-current term. Fees for Services and Products (“Fees”) are payable as described on any sign-up document. If payment of the Fees is not received when due, you agree to pay 7% annual interest on any overdue amount. You understand and accept that, unless otherwise expressly stated in writing on the applicable order form, our Services are subscription services that operate on an auto-renewal basis such that your credit card, debit card, electronic payment, or other method of payment will be assessed the specified Fees at regular intervals based on your subscription program (i.e. annually, quarterly, or monthly). The Fees will be paid in advance of period in which Services shall be rendered.
4. Sign-Up documents. You may sign up for any Services or Products either in person, online or over the phone, and any record evidencing such sign-up shall be considered a sign-up document (“Sign-Up Document”). When you sign up, either in writing or verbally, you agree to these Terms. If there is any conflict between your Sign-Up Document and these Terms, the terms contained in the Sign-Up Document shall govern.
5. Communications. When you visit the Website or send e-mail to us, you are communicating with us electronically, and you consent to also receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
6. Received Materials. Any reviews, comments, materials, or letters sent by you to Rivet, including, without limitation, questions, comments, suggestions, or criticisms (“Received Materials”), will be deemed by Rivet to be non-confidential and free of any claims of intellectual property or other personal rights. We shall have no obligation of any kind with respect to such Received Materials, and we will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Received Materials without limitation or restriction. Furthermore, Rivet is free to use or sell any ideas, concepts, know-how, or techniques contained in any communication you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas (including in connection with the sale, acquisition, or merger of Rivet or of all or substantially all of Rivet’s assets) without compensation or any other obligations to anyone, including you.
7. Uploaded Materials. In the course of your use of the Website, you or your affiliates may upload payers, contacts, fee schedules, contract terms, documents, spreadsheets, reimbursement rates, and pricebooks or other materials (“Uploaded Materials” or “Data”). By providing the Uploaded Materials or allowing them to be provided, you agree that we may use the Uploaded Materials for the purposes of this Agreement and for our own business purposes. Rivet shall have no obligation to compensate you for the use of the Uploaded Materials or derivative works created from the Uploaded Materials or data included in the Uploaded Materials.
8. Your Account Data: You are responsible for maintaining the confidentiality of any account information, including your login and password, and for restricting access to your computer and the Products, and you agree to accept responsibility for all activities that occur under your account or password, including any photos or information posted by your clients or patients. Rivet reserves the right (but does not accept any obligation) to refuse service, terminate accounts, or remove or edit content in its sole discretion. You are also solely responsible for the accuracy and currency of the data entered in to the Services, including, without limitation, via the Received Materials or Uploaded Materials or under your user account. You must maintain copies of all Data inputted into the Services. Rivet adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Rivet expressly excludes liability for any loss of Data no matter how caused. If you enable third-party applications for use in conjunction with the Services, you acknowledge that Rivet may allow the providers of those third-party applications to access your Data as required for the interoperation of such third-party applications with the Services. Rivet shall not be responsible for any disclosure, modification or deletion of your Data resulting from any such access by third-party application providers. You own all right, title and interest in all Data and have the right to disclose it to Rivet. You represent, warrant, and covenant that you have obtained all consents necessary for using and processing the Data in accordance with these Terms. Except as provided herein, all such Data are deemed “Confidential Information” and will not be utilized by Rivet for any purposes other than as allowed herein.
Specifically, you hereby grant to Rivet a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable (directly and indirectly), transferable, perpetual and irrevocable license to (a) anonymize and/or aggregate the Data and use such anonymized and/or aggregated data (“Rivet Usage Data”) for our business purposes, including but not limited to deriving statistical, usage data, and other data related to the functionality of the Services, improving the Services, developing and making available other products and services, and sharing such data with our affiliates and business partners, and (b) combine or incorporate such Rivet Usage Data with or into other data and information available, derived or obtained from other licensees, users, and/or any other sources (when so combined or incorporated, such data is referred to as “Rivet Combined Data”). We shall own all right, title and interest in Rivet Usage Data and Rivet Combined Data. For the avoidance of doubt, Rivet Usage Data and Rivet Combined Data shall not be considered Confidential Information.
9. Warranty. By providing any Received Materials or Uploaded Materials, the individual posting the information warrants and represents (personally and on behalf of any entity or other organization that he she or they represents) that he or she has sole ownership of such Received Materials or Uploaded Materials and that they are free of any intellectual property claims by any third party. He or she also represents that he or she is in full compliance with all applicable state and federal laws, rules, and regulations. In particular, and without limitation, you warrant and represent that your use of the Services and Website will not violate any obligation with respect to the the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, and any other applicable federal or state law and amendments thereto.
10. Waiver of Restrictions. Various state and federal laws may restrict the use of personal information similar to the information you provide on the Website. By providing information, the use and collection of which may be restricted by law, you waive any protections or restrictions related to such information.
11. Use by Children Under 13. The Child Online Privacy Protection Act (“COPPA”) restricts website operators from collecting or using any personal information from individuals under the age of 13. In order to exceed the compliance requirements of COPPA, we do not target children under 18, nor do we knowingly collect any information from children under 18 or allow plug-ins or other services to collect such information without express written consent from their parents or guardians. We also prohibit children under 18 from posting any information on the Website without written parental consent. By using any of the Services or posting any information about yourself, you warrant that you are at least 18 years old. In addition, you may not post any photos or other information about any individual who is under 18 without obtaining written parental consent. If you become aware of any materials posted by a child under age 18, please notify us immediately.
12. Claims of Copyright Infringement. We comply with the “safe harbor” provisions of the Digital Millennium Copyright Act of 1998. If you see any materials on the Website that you believe violate any copyright rights, including yours, please send an e-mail describing the violation you believe exists to the copyright agent at firstname.lastname@example.org. If we become aware of any such items on the website, we will promptly take action to ensure we are in full compliance with all privacy and copyright laws.
13. License and Restrictions. Subject to the provisions of this Agreement, including any payment obligations, Rivet grants you a limited, non-exclusive, non-transferable right to access the Website and to use the Services. Rivet retains all intellectual property rights to its intellectual property and the Received Materials and Uploaded Materials. The Website, Services, and Products involve information, methods and processes that contain valuable proprietary information and trade secrets of Rivet, embodying substantial creative efforts and Confidential Information, ideas, and expressions. You agree that you will not attempt to scrape or collect information from, to modify, translate, disassemble, create derivative works based on, reverse-assemble, reverse-compile or otherwise reverse-engineer the Website, the Services, the Products or any information obtained therefrom, in whole or in part, or to otherwise use, copy, reproduce or distribute any such information, either directly or indirectly. The provisions of this section shall survive the term of your Services.
14. DISCLAIMER OF LIABILITY AND WARRANTY. YOU ACCESS AND USE THE WEBSITE, THE SERVICES, PRODUCTS, AND INFORMATION ON THE WEBSITE AT YOUR OWN RISK. THEY ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RIVET DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY, ACCURACY, OR TRUTHFULNESS OF THE WEBSITE, THE SERVICES, THE PRODUCTS, OR ANY INFORMATION PROVIDED BY OR WITH RESPECT TO THE SERVICES, INCLUDING ANY INFORMATION RELATED ON THE WEBSITE. WITHOUT LIMITING THE FOREGOING, RIVET DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE WEBSITE AND/OR DELIVERY OF THE SERVICES OR PRODUCTS SHALL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES LIMIT THE APPLICABILITY OF SUCH LIMITATIONS AND DISCLAIMERS. IN THOSE STATES, THE LIMITATIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
15. LIMITATION ON LIABILITY. IN NO EVENT WILL RIVET, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AS WELL AS ANY DAMAGES ARISING OUT OF ANY ACCIDENT THAT OCCURS IN RELIANCE UPON THE INFORMATION PROVIDED BY THE WEBSITE, OR OUT OF THIS AGREEMENT OR THE USE OF OR RELIANCE UPON THE SERVICES OR PRODUCTS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL RIVET’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE SERVICES AND PRODUCTS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT OF $500.00. THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE SERVICES CAN BE MADE AVAILABLE FOR FREE OR AT REDUCED PRICES, ONLY BECAUSE OF RIVET’S RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME STATES LIMIT THE APPLICABILITY OF SUCH LIMITATIONS AND DISCLAIMERS. IN THOSE STATES, THE LIMITATIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED BY LAW.
16. Indemnity and hold harmless. You agree to defend, indemnify, and hold harmless Rivet from and against any losses, claims, judgments, damages, and settlements, including but not limited to third-party claims, which arise out of or are related in any way to (1) your use of or reliance upon the Website, the Services, Products, or reviews or other information provided by Rivet, to plan or carry out any activity, including but not limited to choosing an insurance payer or other professional, (2) a claim that the Received Materials or Uploaded Materials that you provide infringe upon any intellectual property or privacy rights of any third party, (3) any claim of a governmental entity or other party that you have violated any law, rule, or regulation, and (4) any breach by you of the obligations, representations, and warranties made by you in any agreement related to these Terms.
17. Outside Links and Services. Rivet may use or access tools or programs provided by third parties as part of the Services. You agree to hold harmless Rivet from and against any claim based on the inaccuracy or other fault of such third party services.
18. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to the United Nations Convention on the International Sales of Goods. The Parties hereby submit to the exclusive personal jurisdiction of the state and federal courts located in the Salt Lake County, Utah.
19. Attorneys’ Fees. In case of an action to enforce any rights or conditions of the Terms, or appeal from said proceeding, it is mutually agreed that every party bear its own attorneys’ fees and costs incurred.
20. Entire Agreement, Amendment. The Terms are a binding contract and constitute the entire agreement and understanding of the parties, whether verbal or written, relating to the subject matter hereof; are intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or verbal; and may be amended or modified only by an instrument in writing signed by both parties, such as an Order Form between the parties or associated addenda.
21. Non-Waiver. No waiver of any provision of the Terms shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of the Terms shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.
22. No Third-Party Beneficiaries. Nothing in the Terms, express or implied, is intended to confer on any person, other than the parties to the Terms, any right or remedy of any nature whatsoever.
23. Headings. The headings used in the Terms are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
24. Content of Uploaded Material: You warrant and represent that you will not upload or post any material that is violent, unduly graphic, pornographic, racist, or offensive, or that violates the intellectual property rights of any third party. If Rivet learns of materials that it believes in its sole discretion violates this requirement, it may delete such information and, in certain cases, terminate your access to the Website, Services, and Products.
25. Independent Contractor: It is the express intention of the parties that the parties act as independent contractors. Without limiting the generality of the foregoing, neither party is authorized to bind the other party to any liability or obligation or to represent that such party has any authority.
26. Severability, Binding Effect. If any provision of the Terms shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms shall not be impaired. The Terms shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and assigns.
27. Force Majeure. Rivet will not be liable for, or be considered to be in breach of or default under the Terms on account of, any delay or failure to perform as required by the Terms as a result of any cause or condition beyond Rivet’s reasonable control.
28. Linking Policy. If you link to this Website, we require that you follow these guidelines. You may link only to the home page, and the link must be in plain text, unless otherwise approved in writing by an authorized representative of Rivet. The link to this website must not damage, dilute or tarnish the goodwill associated with any Rivet names and/or intellectual property, nor may the link create the false appearance that your website and/or organization is sponsored, endorsed by, affiliated and/or associated with Rivet. You may not “frame” this Website or alter its intellectual property or material in any other way. You may not link to the Website for purposes of harming the Website’s ranking in search engines. You agree that if Rivet requests that you remove a link to the Website for any reason, you will do so immediately without charge to Rivet. If you fail to remove any such link after request, you agree to pay Rivet’s costs incurred in enforcing this provision.
29. Help Desk. In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting Rivet. If You still need technical help, please check the support provided online by Rivet on the Website or email us at email@example.com. While Rivet intends that the Services should be available 24 hours a day, seven days a week, on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Rivet has to interrupt the Services for longer periods than Rivet would normally expect, Rivet will use reasonable endeavors to publish in advance details of such activity on the Website.