Terms of Service

2.1 Grant of Access

Subject to Customer's compliance with these Terms and timely payment of all applicable fees, Rivvr grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's internal business operations and in accordance with the Documentation and any applicable Order Form.

2.2 Authorized Users

Customer may permit its Authorized Users to access the Service. Customer is responsible for: (a) ensuring all Authorized Users comply with these Terms; (b) maintaining the confidentiality of all account credentials; (c) promptly notifying Rivvr of any unauthorized access or use; and (d) all acts and omissions of its Authorized Users. Customer shall not share login credentials among multiple individuals. Each Authorized User must maintain unique credentials.

2.3 Acceptable Use

Customer agrees to use the Service only for lawful purposes and in compliance with all applicable laws and regulations, including without limitation the Investment Advisers Act of 1940, SEC rules and regulations, and applicable data protection laws. Customer shall not:

• Use the Service to process or store data in violation of applicable law or any third-party rights;
• Attempt to gain unauthorized access to the Service, its related systems, or networks;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Service;
• Modify, translate, or create derivative works based on the Service;
• Sublicense, resell, transfer, assign, or otherwise make the Service available to any third party other than Authorized Users;
• Use the Service to transmit malicious code, viruses, or other harmful materials;
• Remove or alter any proprietary notices, labels, or marks on the Service;
• Use the Service in any manner that could impair, disable, or overburden the Service's infrastructure.

2.4 Regulatory Compliance

Customer acknowledges that it may be subject to specific regulatory requirements as an SEC RIA or other regulated financial entity, including requirements under the Investment Advisers Act of 1940, Regulation S-P (Privacy of Consumer Financial Information), and other applicable regulations. Customer is solely responsible for ensuring its use of the Service complies with all applicable regulatory requirements. Rivvr does not represent that the Service satisfies any specific regulatory requirement applicable to Customer, and nothing herein constitutes legal, compliance, or regulatory advice.

3.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Rivvr claims no ownership rights in Customer Data. Customer represents and warrants that it has all rights necessary to provide Customer Data to Rivvr and to permit Rivvr to use Customer Data as contemplated by these Terms.

3.2 License to Customer Data

Customer grants Rivvr a limited, non-exclusive, worldwide license to access, use, process, and store Customer Data solely as necessary to: (a) provide and maintain the Service; (b) fulfill Rivvr's obligations under these Terms; and (c) comply with applicable law. Rivvr will not use Customer Data for any other purpose, including to develop competing products, to market to Customer's investors or portfolio companies, or to provide services to third parties.

3.3 Sensitive Financial Data

Customer acknowledges that Customer Data may include sensitive financial and investment information, including data related to portfolio company investments, fund structures, investment transactions, and key performance indicators. Customer shall implement appropriate access controls and data governance practices to manage such information within the Service. Rivvr maintains industry-standard security practices as further described in Section 8 below.

3.4 Data Accuracy

Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data. Rivvr has no obligation to verify, correct, or supplement Customer Data. Customer acknowledges that the quality of outputs, reports, and allocations generated by the Service depends on the accuracy and completeness of Customer Data.

3.5 Data Retention and Deletion

Upon termination or expiration of the Subscription Term, Rivvr will retain Customer Data for a period of thirty (30) days, during which Customer may request an export of Customer Data in a standard format. Following such period, Rivvr will delete or render inaccessible Customer Data from its systems, except as required by applicable law or as set forth in Rivvr's data retention policies. Customer acknowledges that Rivvr may retain anonymized or aggregated data derived from Customer Data that does not identify Customer or any individual.

4.1 Subscription Fees

Customer agrees to pay all fees specified in the applicable Order Form. All fees are stated in U.S. dollars and are non-refundable except as expressly set forth in these Terms. Rivvr reserves the right to modify its pricing upon thirty (30) days' prior written notice to Customer; provided, however, that pricing changes will not take effect until the start of Customer's next Subscription Term.

4.2 Invoicing and Payment

Unless otherwise specified in an Order Form, Rivvr will invoice Customer in advance for each subscription period. Payment is due within thirty (30) days of the invoice date. Customer shall provide accurate and complete billing information and promptly update such information as necessary.

4.3 Late Payments

Overdue amounts are subject to interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower). Rivvr reserves the right to suspend access to the Service for any Customer with an account that is more than thirty (30) days past due, upon written notice to Customer.

4.4 Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments. Customer is responsible for all applicable taxes, excluding taxes based on Rivvr's net income. If Rivvr is required to collect or pay taxes on behalf of Customer, such amounts will be invoiced to Customer.

5.1 Rivvr IP

Rivvr and its licensors retain all right, title, and interest in and to the Service, including all Intellectual Property Rights therein. The Service includes Rivvr's proprietary investment allocation engine, reporting infrastructure, integration framework, and all underlying software, algorithms, methodologies, and trade secrets. These Terms do not convey to Customer any rights of ownership in or related to the Service.

5.2 Feedback

If Customer or any Authorized User provides suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Service ("Feedback"), Customer grants Rivvr a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and exploit such Feedback in any manner without restriction and without obligation to Customer.

5.3 Aggregated Data

Notwithstanding anything to the contrary, Rivvr may collect and use aggregated, anonymized, and de-identified data derived from Customer's use of the Service to improve the Service, develop new features, and for internal analytics purposes, provided that such data does not identify Customer or any individual and is not attributable to Customer.

6.1 Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except as permitted in Section 6.2; and (c) use Confidential Information only for the purposes of performing obligations or exercising rights under these Terms.

6.2 Permitted Disclosures

Either party may disclose Confidential Information to its employees, contractors, advisors, and service providers who have a legitimate need to know and who are bound by obligations of confidentiality at least as protective as those in these Terms. Either party may also disclose Confidential Information to the extent required by applicable law or legal process, provided that, to the extent legally permissible, such party provides the other party with prompt written notice and cooperates with the other party's efforts to seek a protective order.

6.3 Customer Data as Confidential Information

Customer Data is deemed Confidential Information of Customer. Rivvr acknowledges that Customer Data may include material non-public information, proprietary investment strategies, and other highly sensitive financial data subject to additional legal protections. Rivvr agrees to handle Customer Data with the heightened care appropriate for such information.

6.4 Survival

Confidentiality obligations under this Section 6 will survive termination or expiration of these Terms for a period of five (5) years, except with respect to trade secrets, which will be protected for as long as such information remains a trade secret under applicable law.

7.1 Rivvr Warranties

Rivvr represents and warrants that: (a) the Service will perform materially in accordance with the Documentation during the Subscription Term; (b) Rivvr will maintain commercially reasonable security measures to protect Customer Data; (c) Rivvr has the right to grant the licenses set forth in these Terms; and (d) to Rivvr's knowledge, the Service does not infringe any third-party Intellectual Property Rights.

7.2 Customer Warranties

Customer represents and warrants that: (a) it has the full right, power, and authority to enter into and perform under these Terms; (b) Customer Data does not violate any applicable law or any third-party rights; (c) Customer will use the Service in compliance with all applicable laws and regulations, including SEC regulations applicable to Registered Investment Advisers; and (d) Customer has obtained all necessary consents for the collection and use of Customer Data as contemplated by these Terms.

7.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. RIVVR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RIVVR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. RIVVR DOES NOT MAKE ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY OUTPUT, REPORT, OR ALLOCATION GENERATED BY THE SERVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR VALIDATING ANY OUTPUTS USED IN INVESTMENT DECISIONS OR REGULATORY FILINGS.

8.1 Rivvr Security Measures

Rivvr maintains a comprehensive information security program that includes administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Rivvr's security program is designed to be consistent with industry standards applicable to SaaS platforms serving regulated financial entities, including controls relevant to SOC 2 Type II certification.

8.2 Security Incident Notification

In the event of a confirmed security incident that results in unauthorized access to or disclosure of Customer Data (a "Security Incident"), Rivvr will: (a) promptly notify Customer, and in any event within seventy-two (72) hours of Rivvr's confirmation of the Security Incident; (b) provide Customer with a written description of the nature of the incident, the categories and approximate number of records affected, and the measures taken or proposed to address the incident; and (c) cooperate with Customer's reasonable requests in connection with Customer's investigation and response obligations.

8.3 Customer Security Responsibilities

Customer is responsible for: (a) securing its own systems, networks, and devices used to access the Service; (b) maintaining strong, unique passwords and implementing multi-factor authentication for all Authorized User accounts where available; (c) promptly notifying Rivvr of any suspected unauthorized access to Customer's account; and (d) ensuring Authorized Users access the Service only from authorized devices and networks consistent with Customer's own information security policies.

8.4 Audit Rights

Rivvr will maintain SOC 2 Type II audit documentation and will make summary audit reports available to Customer upon reasonable written request and subject to appropriate confidentiality obligations. Customer may not conduct independent security audits of Rivvr's infrastructure without Rivvr's prior written consent.

9.1 Indemnification by Rivvr

Rivvr will defend, indemnify, and hold harmless Customer from and against any third-party claim, action, or proceeding arising out of or relating to an allegation that the Service, as provided by Rivvr and used in accordance with these Terms, infringes any third-party Intellectual Property Right (an "IP Claim"), and will pay any damages, costs, and reasonable attorneys' fees finally awarded by a court or agreed in settlement, provided that Customer: (a) promptly notifies Rivvr in writing of the IP Claim; (b) gives Rivvr sole control of the defense and settlement; and (c) provides Rivvr with reasonable assistance at Rivvr's expense.

9.2 Indemnification by Customer

Customer will defend, indemnify, and hold harmless Rivvr and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding arising out of or relating to: (a) Customer Data, including any allegation that Customer Data violates any applicable law or third-party rights; (b) Customer's breach of these Terms; (c) Customer's use of the Service in violation of applicable law; or (d) Customer's investment activities or related regulatory compliance.

9.3 IP Claim Remedies

If the Service becomes, or in Rivvr's reasonable opinion is likely to become, the subject of an IP Claim, Rivvr may, at its option: (a) obtain the right for Customer to continue using the Service; (b) modify the Service to make it non-infringing while maintaining substantially equivalent functionality; or (c) terminate the applicable subscription and refund the prepaid unused portion of fees. The foregoing states Rivvr's sole obligation and Customer's exclusive remedy with respect to IP Claims.

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, AND ANY OTHER LEGAL OR EQUITABLE THEORY.

10.2 Aggregate Liability Cap

EXCEPT FOR (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (B) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6, OR (C) CUSTOMER'S PAYMENT OBLIGATIONS, IN NO EVENT WILL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO RIVVR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Basis of the Bargain

Customer acknowledges that the limitations of liability in this Section 10 are a fundamental element of the basis of the bargain between Rivvr and Customer and that Rivvr would not have entered into these Terms without such limitations.

11.1 Term

These Terms commence on the date Customer first accepts them and continue until all Subscription Terms have expired or been terminated. Each Subscription Term is as specified in the applicable Order Form. Unless otherwise specified, subscriptions automatically renew for successive periods equal to the initial Subscription Term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

11.2 Termination for Cause

Either party may terminate these Terms or any Order Form upon written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice describing the breach in reasonable detail; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings.

11.3 Effect of Termination

Upon any termination or expiration: (a) all rights and licenses granted to Customer will immediately cease; (b) each party will promptly return or destroy the other party's Confidential Information; (c) Customer will cease using the Service; and (d) all outstanding fees will become immediately due and payable. Sections that by their nature should survive will survive termination, including Sections 3.5, 5, 6, 7.3, 10, 11.3, 12, and 13.

11.4 No Refunds

Termination of these Terms by Rivvr due to Customer's uncured material breach will not entitle Customer to any refund of prepaid fees. Termination by Customer for Rivvr's uncured material breach will entitle Customer to a pro-rated refund of prepaid fees for the unused portion of the then-current Subscription Term.

12.1 Governing Law

These Terms and all related disputes are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

12.2 Informal Resolution

The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms (a "Dispute") through good-faith negotiation before initiating formal proceedings. Either party may initiate this process by providing written notice to the other party describing the Dispute in reasonable detail. The parties will have thirty (30) days from such notice to attempt to resolve the Dispute informally before either party may pursue formal dispute resolution.

12.3 Binding Arbitration

If the parties are unable to resolve a Dispute through informal negotiation, such Dispute will be finally resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules. The arbitration will be conducted by a single arbitrator with experience in technology contracts and financial services. The seat of arbitration will be New York, New York. The arbitrator's award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

12.4 Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS.

13.1 Entire Agreement

These Terms, together with any applicable Order Forms and Rivvr's Privacy Policy (available at www.rivvr.io/privacy), constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, proposals, representations, and agreements, whether written or oral, relating to such subject matter. In the event of any conflict between these Terms and an Order Form, the Order Form will control solely with respect to the specific terms addressed therein.

13.2 Amendments

Rivvr may update or modify these Terms from time to time. Rivvr will provide Customer with at least thirty (30) days' written notice of material changes. Customer's continued use of the Service after the effective date of any changes constitutes acceptance of the revised Terms. If Customer does not agree to the revised Terms, Customer may terminate its subscription by providing written notice to Rivvr before the effective date of the changes.

13.3 Assignment

Customer may not assign, transfer, or sublicense any of its rights or obligations under these Terms without Rivvr's prior written consent. Rivvr may assign these Terms without Customer's consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of its assets, provided that the assignee assumes all of Rivvr's obligations hereunder. Any purported assignment in violation of this provision is void. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

13.4 Notices

All legal notices under these Terms must be in writing and delivered to the addresses set forth in the applicable Order Form, or to such other address as a party may designate in writing. Notices to Rivvr may be sent to: Rivvr Software Inc., Attn: Legal, or via email to legal@rivvr.io. Notices are effective upon: (a) personal delivery; (b) the next business day after sending by nationally recognized overnight courier; or (c) three (3) business days after sending by first-class mail.

13.5 Force Majeure

Neither party will be in default or liable for any failure or delay in performance caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, pandemic, government actions, war, civil disturbance, terrorism, cyberattacks by third parties, or failures of third-party infrastructure or internet service providers, provided that the affected party: (a) promptly notifies the other party; (b) uses commercially reasonable efforts to mitigate the impact; and (c) resumes performance as soon as practicable.

13.6 Waiver and Severability

No waiver of any provision of these Terms will be effective unless in writing. No failure or delay in exercising any right, remedy, or privilege will operate as a waiver thereof. If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

13.7 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, employment, agency, franchise, or fiduciary relationship between the parties. Neither party has authority to bind the other or incur obligations on the other's behalf.

13.8 Export Compliance

Customer agrees to comply with all applicable export and import laws and regulations, including the Export Administration Regulations and the sanctions programs administered by the Office of Foreign Assets Control (OFAC). Customer represents that it is not located in, organized under the laws of, or a resident of any country subject to U.S. sanctions, and is not identified on any U.S. government restricted party list.

13.9 Government Customers

If Customer is a U.S. government entity or the Service is accessed or used in a U.S. government context, Customer acknowledges that the Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212 and DFARS 227.7202, and the government acquires only those rights specified in these Terms.

13.10 Contact Information

For questions about these Terms, please contact:

Rivvr Software Inc.
www.rivvr.io
legal@rivvr.io