Rivet Health, Inc.
Terms of Service
Last updated May 11th, 2023
These Rivet Health Terms of Service (the “Terms”) constitute a binding agreement between you and Rivet Health, Inc. (“Rivet,” “we,” or “us”) with respect to your access to or use of the Services (as defined below). The Services are offered subject to your acceptance, without modification, of all terms and conditions set forth herein. Capitalized terms shall have the meanings set forth herein.
“Subscriber” or “you” means the entity that has agreed to be bound by these Terms.
“Authorized User” means individual employees or representatives of a Subscriber who access or use the Services as an authorized user of such Subscriber, whether or not that individual is accessing or using the Services at any particular time.
“Business Associate Agreement” means an agreement for purposes of complying with the requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) when Subscriber is a “covered entity” (as defined under HIPAA) that will be disclosing protected health information (“PHI”) to Rivet.
“Documentation” means Rivet’s then-current technical and functional documentation that Rivet makes available to Subscriber in connection with these Terms.
“Services” means those products, services, and/or solutions included in Subscriber’s Subscription Plan (as defined below), as specified in an applicable Order, and made available online by Rivet. Where so specified in an applicable Order, the Services may include Beta Services.
“Order” means any ordering document or online order specifying the Services to be provided hereunder, including any applicable Subscription Plan, and incorporating these Terms, and which is entered into between Subscriber and Rivet. Rivet may choose not to accept Orders at its sole and absolute discretion.
“Effective Date” means the date of Subscriber’s acceptance of these Terms.
“Beta Services” means any Rivet products, services, and/or solutions that may be made available to Subscriber without charge for evaluation and review purposes and which are identified as beta, limited release, evaluation, pilot, non-production, or similar designation.
“Subscriber Content” means any content, materials, data or information submitted by or on behalf of Subscriber or any Authorized User to the Services, including any Subscriber-provided software application or functionality that interoperates with the Services, but excluding any Rivet IP (as defined below).
“Subscription Plan” means the specific Services that Subscriber is subscribing to as identified in an Order.
2. ACCESS TO THE SERVICES
a. Services Subscription. The Services are offered on a subscription basis and in accordance with the Subscription Plan selected by Subscriber and identified in the Order. You should carefully review the scope and limitations of any Subscription Plan prior to placing an Order.
b. Authorization. Subject to and conditioned upon Subscriber’s compliance with these Terms, Rivet will provide to Subscriber’s Authorized Users access to and use of the Services, in accordance with Subscriber’s Subscription Plan and during Subscriber’s paid-up subscription period, as set forth in the Order, solely for Subscriber’s internal business purposes and in accordance with all relevant Documentation. The rights granted under this Section 2(b) hereof are non-exclusive, non-transferable (except in accordance with Section 15(c) hereof), non-sublicensable, and revocable (in accordance with the terms hereof). Rivet may suspend Subscriber’s or any Authorized User’s access to the Services or any component thereof if Rivet reasonably determines that Subscriber or such Authorized User has violated any term or condition of these Terms. Subscriber will be liable to Rivet for any violation of the terms and conditions of these Terms by Subscriber or any Authorized User.
c. Usage Limitations. Subscriber’s and its Authorized Users’ use of the Services is further subject to any usage limitations indicated in the Subscription Plan, Order, and/or Documentation. Any use by Subscriber or its Authorized Users of the Services in excess of such usage limitations will incur such overage charges as may be set forth in the Subscription Plan or applicable Order.
d. Authorized Users. As between Rivet and Subscriber, Subscriber shall be responsible for determining the scope and level of each Authorized User’s access to the Services; subject, however, to the scope and limitations of the rights granted under Section 2(b). Subscriber may, at any time and in its sole discretion, revoke or limit the access of any Authorized User to the Services. If, at any time, Subscriber ceases to classify an individual as an Authorized User hereunder, all rights of such person to access or use the Services shall immediately cease.
e. Monitoring. Subscriber agrees and acknowledges that Rivet may monitor or analyze Subscriber’s and its Authorized Users’ access and use of the Services as reasonably necessary for the limited purposes of verifying compliance with these Terms, ensuring the quality and reliability of the Services, and improving the Services or other Rivet services. Subscriber agrees not to interfere with any such monitoring, and acknowledges that Rivet may use any technical means to overcome such interference.
3. SUBSCRIBER OBLIGATIONS
a. User Accounts. In order to access and use the Services or certain features thereof, Subscriber will be required to establish a Rivet user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration or login form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account, regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify Rivet of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, and other credentials. You will cooperate fully with Rivet and take all actions that Rivet reasonably deems necessary to maintain or enhance the security of the Services, Rivet’s computing systems and networks, and your access to the Services. Rivet is not and shall not be deemed liable for any loss or damage to Subscriber arising from Subscriber’s or its Authorized Users’ failure to comply with this Section 3(a).
b. Restrictions. Subscriber shall not and shall not attempt to, and shall ensure that any Authorized Users do not and do not attempt to: (i) copy, reproduce, modify, decompile, disassemble, or reverse engineer the Services or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Services, or use any of the Services for time sharing or similar purposes for the benefit of any third party; (iii) remove any copyright or proprietary notices contained in the Services or any output thereof; (iv) breach, disable or tamper with, or develop or use any workaround for, any security measure provided or used by the Services; (v) access the Services via any bot, web crawler or non-human user; (vi) access or use (or permit a third party to access or use) the Services for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Services or for any other benchmarking or competitive purposes; or (vii) make any use of, or take any other action with respect to, the Services or any component thereof in a manner that violates applicable law or any provision of these Terms.
c. Additional Subscriber Responsibilities. Subscriber is responsible for its and its Authorized Users’ use of the Services and compliance with these Terms, and for all Subscriber Content (as defined below). Subscriber agrees to (i) obtain all third-party consents or approvals that may be necessary for the collection, use, transmission, and uploading of Subscriber Content or other content sent to or by means of the Services by or on behalf of Subscriber or any Authorized User, and (ii) comply with all applicable laws and regulations with respect to Subscriber’s access to or use of the Services, including without limitation those pertaining to privacy, data security, and publicity.
d. Technical Requirements. Subscriber acknowledges and agrees that the access to and use of the Services by Subscriber and any Authorized User is dependent upon access to telecommunications and Internet services. Subscriber acknowledges that Rivet is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you or any Authorized User may need to access and use the Services, or for any costs, fees, expenses, or taxes of any kind related to the foregoing.
4. SUBSCRIBER CONTENT.
a. Subscriber Content. As between Subscriber and Rivet, Subscriber is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Subscriber Content. Without limiting the generality of the foregoing, Subscriber shall not, and shall not permit any Authorized User to, upload, input or post (or authorize the upload, input or posting of) any Subscriber Content or other information, materials or content that (i) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (ii) violates any applicable law, (iii) is, or is likely to be considered, immoral, libelous, tortuous, defamatory, threatening, vulgar, or obscene or harmful to minors, or (iv) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. Subscriber acknowledges and agrees that Rivet does not, nor is it obligated to, monitor or police any data, information, materials, or content (including Subscriber Content) uploaded or submitted to, or transmitted through, the Services and Rivet will not be responsible for such data, information, materials, or content (including Subscriber Content). Notwithstanding the foregoing, however, Rivet may, at its option and in its sole discretion, remove or delete from the Services any data, information, materials, or content (including any Subscriber Content) that Rivet determines violates these Terms.
b. License to User Content. Subscriber hereby grants to Rivet, its affiliates, and applicable contractors and subcontractors, a non-exclusive, irrevocable, worldwide, royalty-free, fully paid-up, and fully sublicensable right and license to use, store, copy, host, transmit and display the Subscriber Content to provide the Services, to ensure proper operation of the Services in accordance with these Terms, and as set forth in Section 4.c. Subscriber represents and warrants to Rivet that it has all rights necessary to grant the rights and licenses granted to Rivet under these Terms.
c. Data Use Rights. In addition to the other uses of Subscriber Content permitted under this Agreement, Rivet shall have the right to collect, examine, extract, model, manipulate, aggregate, collate, analyze, create analysis using, reproduce and otherwise use, on a de-identified basis, any Subscriber Content or other information which Rivet learns, acquires or obtains in connection with this Agreement, within the scope of its regular business operations, including, without limitation, (i) developing, operating, and ensuring the integrity of data sets, algorithms or other analytical tools, (ii) testing, implementing, benchmarking, integrating, developing, optimizing or improving Rivet software and other products and services, and (iii) marketing, distributing, or otherwise making Rivet products and services available to its customers.
d. For the avoidance of doubt, Rivet enters an agreement with Subscriber that Rivet will not disclose any payer contracts, information contained within payer contracts, contracted rates, or other reimbursement agreements to third parties that were received directly from Subscriber.
e. Representations and Warranties. Subscriber represents, warrants, and covenants that:
i. Subscriber is authorized to use the Services and to access all information, data and content (including all Subscriber Content) that Subscriber or any Authorized User inputs or imports into the Services; and
ii. Subscriber owns or otherwise has any and all necessary rights in and third party consents relating to such information, data, and content such that Rivet’s receipt, possession, hosting and processing of such information, data, and content (including any Subscriber Content) does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights or any privacy or other rights of any third party or violate any applicable law, rule, or regulation.
5. RIVET OBLIGATIONS.
a. Platform and Data Security. Rivet will maintain appropriate physical, administrative, and technical safeguards to protect against the unauthorized accessing, use, destruction, corruption, loss or alteration of the Services or Subscriber Data. Rivet will protect the privacy of Subscriber Content that is PHI in accordance with the Business Associate Agreement between the parties, which is hereby incorporated into these Terms by reference.
b. Technical Support. Rivet will provide technical support by email Monday through Friday (excluding U.S. federal holidays) during the hours of 7 a.m. to 6 p.m. Mountain Time, to assist in Subscriber’s access to and use of the Services. Subscriber may contact Rivet by email at firstname.lastname@example.org or via Rivet’s support chat feature. Rivet will respond to and complete any necessary technical repairs within a commercially reasonable amount of time.
c. Service Levels. If Subscriber’s Subscription Plan includes service-level commitments, Subscriber will be entitled to the commitments and remedies so specified in the Subscription Plan, as set forth in the Order (an “SLA”). The remedies expressly provided in the SLA are Subscriber’s sole and exclusive remedy, and Rivet’s entire obligation, with respect to any service-level violation.
6. TERM AND TERMINATION.
a. Term. These Terms were last updated as of the date set forth above, and are effective between Subscriber and Rivet as of the Effective Date. These Terms shall continue in effect until such time as all Subscription Plans have expired or have been terminated.
b. Term of Subscription Plans. Unless earlier terminated pursuant to Section 6(c) or cancelled pursuant to Section 7(b), each Subscription Plan will remain in effect throughout the subscription term specified in the Order, and, unless otherwise set forth in the applicable Order, will automatically renew for additional subscription terms of twelve (12) months upon expiration of your initial subscription term at a rate no higher than Rivet’s then-current subscription fees unless and until you cancel your Subscription Plan pursuant to Section 7(c) or we terminate it.
c. Termination. A party may terminate these Terms (including all Orders entered into hereunder) (i) for a material breach by the other party, which remains uncured more than 30 days after receiving written notice of the breach, or (ii) immediately upon written notice to the other party if such other party becomes the subject of a petition in bankruptcy or any other proceeding relating to liquidation, insolvency, receivership, or assignment for the benefit of creditors.
d. Effect of Termination. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, Subscriber will remain liable for any accrued fees and other amounts which become due for payment on or before the date of termination and shall immediately cease all use of the Services. The provisions of the following Sections will survive any termination of this Agreement: Sections 1, 2(c), 3(b)-(d), 4, 6(d), 7(d)-(e), and 8-14.
7. SERVICE FEES AND OTHER CHARGES.
a. Fees. As consideration for Rivet’s provision of the Services to Subscriber and any Authorized Users hereunder, Subscriber will pay to Rivet all subscription fees and other amounts set forth hereunder or in the Order. Unless otherwise established in an applicable Order, Subscriber must have a current valid credit card or other payment method acceptable to Rivet (a "Payment Method") in order to access (or permit Authorized Users to access) the Services. By providing a Payment Method to Rivet, Subscriber is expressly authorizing Rivet to charge Subscriber the subscription fees and other amounts applicable to Subscriber’s Subscription Plan (including any applicable overage or other charges) at the frequency and rate set forth on the Order. Rivet will bill all applicable subscription fees and other amounts in advance and to the Payment Method Subscriber provides during registration or in the Order, or to a different Payment Method if Subscriber advises Rivet in writing of a change and provides an alternate, valid Payment Method. ALL FEES AND OTHER CHARGES ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE.
b. Payment Processing Feature In Rivet. As a Payment Method, Rivet offers Subscribers the option of using payment processing services on the Rivet platform provided by Global Payments. Subscribers only incur transaction fees when they process payments using Rivet. If a Subscriber chooses to utilize this feature, Subscriber will submit an application to Global Payments during the Rivet implementation and review applicable terms and conditions included therein, specific to the payment processing. As a condition of Rivet enabling payment processing services through Global Payments, Subscriber agrees to provide Rivet with accurate and complete information about Subscriber and its business, and Subscriber authorizes Rivet to share transaction information related to Subscriber and Subscriber’s use of the payment processing services provided by Global Payments. The transaction fees associated with processing payments via Rivet are 2.75% + $0.15 per transaction.
c. Cancellation. Unless otherwise established in an applicable Order, Subscriber may cancel its Subscription Plan at any time; provided, however, that any such cancellation shall not become effective until the expiration of your then-current, paid-up subscription term. If you cancel your Subscription Plan, you will continue to have access to the Services in accordance with the terms of your applicable Subscription Plan for the remainder of the then-current subscription term. RIVET DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO THE SERVICES OR ANY SUBSCRIPTION PLAN, INCLUDING FOR ANY PARTIALLY USED SUBSCRIPTION TERMS. To cancel a Subscription Plan, please send a written cancelation request via email to Rivet at email@example.com and include the phrase “CANCEL SUBSCRIPTION PLAN” in the subject line. Cancelations of Subscription Plans will only be effective when submitted in compliance with the requirements of, and as set forth in, this Section 7(b).
d. Changes to Subscription Plans. The parties may agree to upgrade or expand Subscriber’s Subscription Plan at any time by email notification from one party to the other party and the other party’s confirmation of the upgrade or expansion by return email. In the event that Subscriber upgrades its Subscription Plan, Subscriber’s Payment Method will automatically be charged the new rate for the next subscription billing cycle. Any downgrade of a Subscription Plan will only be effective upon renewal of the Subscription Plan, provided Subscriber has notified Rivet of its intent to downgrade at least sixty (60) days prior to the renewal date. RIVET DOES NOT PROVIDE ANY REFUNDS OR CREDITS FOR ANY UPGRADE OR DOWNGRADE OF A SUBSCRIPTION PLAN. Subscriber agrees and acknowledges that, in the event that Subscriber downgrades to a lesser Subscription Plan, such downgrading may result in a loss of accessible Services features or functionality, or other changes to Subscriber’s or its Authorized Users’ access to the Services. Subscriber expressly accepts all risk associate with any such downgrade, and acknowledges that Rivet is not and will not be responsible or liable for any such losses or denigration in access.
e. Late Payments. Any subscription fees or other amounts due hereunder which are not paid when due will accrue interest at the rate of one and one-half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law. In addition, and without limiting any other rights or remedies available to Rivet hereunder or under applicable law, Rivet may suspend Subscriber’s and its Authorized Users’ access to and use of the Services if Subscriber fails to pay any subscription fees or other amounts due hereunder and such nonpayment continues for a period of 5 business days following Subscriber’s receipt of written notice of such nonpayment.
f. Taxes. The fees and other payment amounts specified in these Terms are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Subscriber shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Rivet’s net income.
g. Promotions. Rivet may offer from time-to-time promotions with respect to the Services or a particular Subscription Plan (including, without limitation, Trials or Beta Services) that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
a. Obligations. “Confidential Information” means (subject to the exclusions below) any non-public information relating to or disclosed in the course of these Terms that should be reasonably understood to be confidential. The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but no less than reasonable care, will not disclose Confidential Information to any third party without prior written authorization, and will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights expressly granted under these Terms. The receiving party will promptly return or destroy the other party’s Confidential Information upon request.
b. Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already in possession of the receiving party without confidentiality restrictions at the time of receipt from the other party, as evidenced by written records; or (iii) was independently developed by the receiving party without violation of this Section. If a receiving party is required to disclose Confidential Information by law, the receiving party will promptly notify the disclosing party and reasonably cooperate with its efforts to limit or protect the required disclosure, but will otherwise not be in violation of this Section on account of making the required disclosure.
10. INTELLECTUAL PROPERTY.
a. Rivet Intellectual Property. As between Rivet and Subscriber, the Services and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto (the “Rivet IP”), are and shall remain the exclusive property of Rivet.
b. Subscriber Intellectual Property. As between Rivet and Subscriber, the Subscriber Content and all intellectual property rights therein or relating thereto are and shall remain the exclusive property of Subscriber.
c. Data Use Rights. Subscriber acknowledges that, in order for Rivet to deliver the Services at a high level of quality, Rivet requires the ability to apply its algorithms, know-how and methodology. Accordingly, and notwithstanding anything herein to the contrary, Subscriber hereby grants to Rivet permission to use, on an aggregated and de-identified basis, any Subscriber Content or other information that Rivet learns, acquires, or obtains in connection with these Terms and its provision of the Services hereunder, for the purposes of providing and improving the Services and Rivet’s products and services.
d. Platform Usage Data. Without limiting the rights granted to Rivet pursuant to Section 10(c) hereof, Subscriber agrees and acknowledges that Rivet owns all statistical data derived from the operation of the Services, including performance results (“Usage Data”). Rivet may use Usage Data to maintain, optimize and improve the Services, to develop, improve, or offer other Rivet products or services, or to otherwise operate Rivet’s business; provided, however, that if Rivet provides Usage Data to any third party, such Usage Data shall be aggregated and de-identified such that Subscriber cannot be reasonably identified.
e. Feedback. To the extent Subscriber (directly or through any Authorized User) provides Rivet with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Services (collectively, “Feedback”), Subscriber hereby assigns and agrees to assign to Rivet all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agrees that Rivet will be free to use such Feedback in any manner, including by implementing such Feedback in the Services and/or Rivet’s other technologies, products and services, without compensation or other obligation to Subscriber or any Authorized User.
12. RIVET WARRANTIES AND DISCLAIMER OF WARRANTIES.
a. Warranties. Rivet hereby represents and warrants that (a) Rivet owns or otherwise properly licenses all rights to the Services and has the full power and authority required to use, publish, transfer, and/or license any and all rights and interests in and to the Services under these Terms; (b) Rivet will provide and perform the Services in a professional and workmanlike manner in accordance with prevailing industry standard and practices for similar enterprise services; and (c) the Services comply with applicable law.
b. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN (AND WITHOUT LIMITING REMEDIES TO WHICH SUBSCRIBER MAY BE ENTITLED UNDER AN SLA, IF APPLICABLE), THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND RIVET HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER RIVET NOR ANY PERSON ASSOCIATED WITH RIVET MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER RIVET NOR ANYONE ASSOCIATED WITH RIVET REPRESENTS OR WARRANTS THAT THE SERVICES OR ANY RESULTS GENERATED FROM THE USE OF THE SAME WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET SUBSCRIBER’S OR ANY OTHER PERSON’S NEEDS OR EXPECTATIONS. RIVET FURTHER DISCLAIMS ANY WARRANTY WITH RESPECT TO, AND SHALL NOT BE LIABLE FOR, ANY SERVICE OR PRODUCT PROVIDED BY ANY THIRD PARTY. AS BETWEEN SUBSCRIBER AND RIVET, SUBSCRIBER ASSUMES ALL RISK IN CONNECTION WITH ITS USE OF, INTERPRETATION OF, AND RELIANCE ON THE SERVICES AND ALL RESULTS GENERATED THEREBY.
a. By Subscriber. Subscriber shall indemnify, defend, and hold Rivet and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) the Subscriber Content or any use or employment of the Subscriber Content in connection with the Services, (b) any claim that the Subscriber Content and its use or employment in connection with the Services infringes, misappropriates, or otherwise violates the intellectual property or other rights of any third party; and (c) Subscriber’s or any Authorized User’s breach of any representation, warranty, or covenant in these Terms or violation of any applicable law, rule, or regulation. Rivet reserves the right, at its own expense, to assume the exclusive defense and control of any action subject to indemnification by Subscriber, and in such event Subscriber agrees to cooperate with Rivet in defending such action.
b. By Rivet. Rivet shall indemnify, defend, and hold Subscriber and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) any claim that the Services infringe, misappropriate, or otherwise violate the intellectual property or other rights of any third party; and (b) Rivet’s breach of any representation, warranty, or covenant in these Terms or violation of any applicable law, rule, or regulation. Subscriber reserves the right, at its own expense, to assume the exclusive defense and control of any action subject to indemnification by Rivet, and in such event Rivet agrees to cooperate with Subscriber in defending such action.
14. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THE SERVICES, THESE TERMS OR ANY RELATED AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY RELATING TO THE SERVICES, THESE TERMS OR ANY RELATED AGREEMENT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES, IF ANY, PAID BY SUBSCRIBER TO RIVET IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO ANY CLAIM.
Subscriber and Rivet each understand and agree that the disclaimers, exclusions, and limitations in this Section 14 and in Section 12 are essential elements of these Terms and that they represent a reasonable allocation of risk. In particular, Subscriber understands that Rivet would be unable to make the Services available to Subscriber except on these terms and agrees that these Terms will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
a. Service Availability. Subscriber agrees and acknowledges that the Services may be temporarily unavailable due to maintenance or other development activities. Except where otherwise expressly set forth in an applicable SLA, Rivet will use commercially reasonable efforts to provide you with advance notice of any such unavailability, but shall not have any liability to you for any planned or unplanned unavailability or downtime.
b. Force Majeure. Rivet will not be liable for any delay or failure in the performance of our obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.
c. Assignment. Neither party may assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that either party may assign these Terms (together with all associated Orders) to one of its affiliates or to a successor-in-interest to all or substantially all of the assets or business of such transferring party to which these Terms relate. These Terms shall be binding on the parties and their permitted successors and assigns. A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
d. Governing Law and Venue. These Terms and any dispute or claim arising out of or related to the Services or these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Utah, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of Utah. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. The parties submit to the exclusive jurisdiction of the state or federal courts located in Salt Lake County, Utah with respect to any dispute arising out of or relating to these Terms, and waive any objection to such venue and jurisdiction on the basis for forum non conveniens.
e. Notices. Any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to Rivet must be sent to firstname.lastname@example.org. Notices to Subscriber will be sent to any email address associated with Subscriber’s User Account. For contractual purposes, Subscriber consents to receive communications from Rivet in electronic form, and Subscriber agrees that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
f. Export Control. The Services utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Subscriber shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Subscriber shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.
g. Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If Rivet waives any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.