General Terms and Conditions for Subscription Services

These General Terms and Conditions for Subscription Services (these “GTCs”) are entered into by and between the Riveron (“Riveron”) and the customer (“Customer”) identified in an order form (each, an “Order Form”) that references these GTCs and is effective as of the Start Date listed on such Order Form (“Effective Date”).  As used herein, references to the “Agreement” means these GTCs, all Order Forms hereunder, hyperlinked policies and addenda, subsequent amendments, and such other attachments and exhibits that the parties’ authorized representatives mutually agree to in writing.

1. Certain Definitions.
   • a. “Affiliate” means, with respect to a party, any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such party.
   • b.“Customer Data” means all data or information submitted by or on behalf of Customer to the Services.
   • c. “Customer Materials” means the specific documents and materials, including specifications, software, hardware, systems, and technologies, that are provided or made available to Riveron or any of its Affiliates or subcontractors by or on behalf of the Company in connection with this Agreement, but does not include any Riveron Materials.
   • d. “DPA” means the Data Protection Addendum available at https://riveron.com/data-protection-addendum/
   • e. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
   • f. “Order Form”means an ordering document executed by the parties that specifies the Services purchased by Customer under this Agreement.  Each Order Form shall incorporate this Agreement by reference.
   • g. “Personnel” means any person or entity employed, contracted, or engaged by Riveron to perform the Services or any part thereof.
   • h. “Personal Information” means any information relating to an identified or an identifiable natural person or as otherwise defined under applicable privacy laws. For the purposes of this Agreement, Personal Information is limited to such information that is contained in the Customer Data.
   • i. “Products” means the software or software-as-a-service products identified in an Order Form.
   • j. “Riveron Materials” means other than Third-Party Materials, Riveron’s Confidential Information, and any and all information, data, documents, materials, inventions, trade secrets, technologies, know-how, works, and other subject matter, including Riveron’s and its Affiliates’ working papers, preexisting materials and software, tools, templates, hardware, systems, methodologies, methods, processes, and devices, and all specifications, descriptions, requirements, plans, reports, models and other intellectual property that Riveron or any of its Affiliates subcontractors owns prior to the Effective Date or conceives, discovers, designs, develops, reduces to practice, prepares, makes, modifies, or improves or, other than Customer Materials and Third-Party Materials, uses, exclusively or nonexclusively in connection with the Services or this Agreement or outside the scope of this Agreement. any materials that Riveron provides to Customer as part of, or in the course of providing, the Services.  Customer agrees that Riveron Materials are Riveron’s Confidential Information, as defined in Section 6.  Customer shall use the Riveron Materials only as expressly permitted in this Agreement, or the applicable Order Form.
   • k. “Services”means (i) hosting and providing access to the Products
   • l. “Subscriber”means an individual (i) who is authorized by Customer to use or access the Services and who has been supplied an identification and password by Customer or at Customer’s direction or (ii) whose information is stored on the Services for compensation calculation, reporting or territory optimization purposes.  A Subscriber may include Customer’s or Customer’s Affiliates’ employees, consultants, representatives and agents.
   • m. “Subscription” means the access to the Products set forth in an Order Form and related Services.
   • n. “Subscription Term”means the period identified in the Order Form during which Customer’s Subscribers are authorized to use or access the Products and Services pursuant to the terms set forth in this Agreement, unless earlier terminated as set forth in Section 10.
   • o. “Third-Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, services, equipment, or components of or relating to the Services that are not proprietary to Riveron.

2. Services.
   • a. Provision of Services. Riveron shall make the Services available to Customer pursuant to this Agreement and all applicable Order Forms during the Subscription Term, solely for Customer’s own internal business purposes.  Customer agrees that its purchase of the Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Riveron with respect to future functionality or features.
   • b. Add-Ons. Unless otherwise specified in the relevant Order Form, Riveron shall charge Customer for a full billing month if Customer purchases additional Subscriptions during a Subscription Term (such Subscriptions, “add-ons”). Customer shall execute an additional Order Form for any add-ons and be subject to the agreed billing terms per such Order Form and these GTCs.
   • c. Customer Affiliates.  Customer Affiliates may purchase and use Subscriber subscriptions subject to the terms of this Agreement by executing Order Forms hereunder that incorporate by reference the terms of this Agreement, and in each such case, all references in this Agreement to Customer shall be deemed to refer to such Customer Affiliate for purposes of such Order Form.
   • d. Testing and Evaluation. From time-to-time and at Riveron’s sole discretion, Riveron may provide the Customer access to certain Products or Services on a testing, trial, or evaluation basis without any payment obligations (“Trial Products”). Riveron may, in its sole discretion, not require an Order Form for the provision of such Trial Products.  Customer acknowledges and agrees that, notwithstanding anything to the contrary contained in this Agreement, (i) such Trial Products are provided on an “as is” basis without any representations or warranties, express or implied, (ii) Riveron shall have no liability to Customer or any other person related to the Trial Products, including but not limited to their design, function, implementation, installation, performance, or use, (iii) Customer’s use and possession of the Trial Products may be terminated at any time by Riveron for any reason, or no reason at all, (iv) Customer’s use of the Trial Products shall be subject to this Agreement in all respects, (v) for the avoidance of doubt, the Trial Products shall be subject to Section 10(e), (vi) the Trial Products at all time shall be deemed the property of Riveron, and (vii) upon termination or expiration of Customer’s use or possession of the Trial Products (or a portion thereof), if Customer continues using such terminated Trial Products without Riveron’s express and written consent or pursuant to a fee-paying Order Form, an amount equal to 150% of then-prevailing fees for such terminated Trial Products over a 12-month period shall immediately be due to Riveron from Customer.

3. Mutual Rights and Responsibilities
   • a. Riveron’s Responsibilies. 
     1. Each Party represents that it is duly organized and authorized to enter into the Contract Documents and to perform all obligations; and that it is not a party to any agreement with a third party which would restrict its ability to perform its obligations under the Contract Documents.
   • b. If Customer’s use of the Services involves Riveron’s processing of Personal Information on Customer’s behalf, then the DPA shall apply to such Personal Information and be incorporated into this Agreement by reference.
   • c. Customer’s Responsibilities. Customer is responsible for all activity occurring in its Subscriber accounts and for ensuring its Subscribers’ compliance with this Agreement.
     • i. Customer shall:
       1. bear sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data;
       2. prevent unauthorized access to or use of the Services and promptly notify Riveron of any such unauthorized access or use;
       3. ensure that each of its users are responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the respective user;
       4. comply with all applicable laws in its use of the Services; and
       5. not provide Riveron with any Customer Data containing personally identifiable information or protected health information subject to specialized security regulations, including but not limited to the Health Insurance Portability and Accountability Act (“HIPAA”), the standards issued by the PCI Security Standards Council, or the requirements outlined in IRS Publication 1075 regarding Federal Tax Information data.
     • ii. Riveron is not a “Business Associate” under HIPAA, and Customer shall not provide any protected health information to Riveron. To the extent that Customer is a HIPAA covered entity or business associate and will make protected health information available to Riveron, Customer agrees to notify Riveron in writing, and the parties agree to execute a business associate agreement provided by Riveron.
     • iii. Customer acknowledges that Social Security numbers, government identification numbers, credit card data, sensitive personal information (as defined by state privacy laws, such as the California Consumer Privacy Act), special categories of personal data (as defined under the EU’s General Data Protection Regulation), and similar sensitive information are not required for use of the Services, and Customer agrees not to provide Riveron with any such information.
4. Fees and Payment.
   • a. Fees. Customer shall pay all fees specified in all Order Forms executed by the parties hereunder. Except as otherwise specified herein or in any Order Form, all fees are quoted and payable in United States dollars unless otherwise specified in the order form, payment obligations are non-cancelable, and fees paid are non-refundable.  Fees for the Services are based on Subscriptions purchased and not actual usage.  The number of Subscriptions purchased cannot be decreased during a Subscription Term.  Riveron reserves the right to increase subscription fees year over year, as indicated in the applicable Order Form.
   • b. Invoicing and Payment.  Except as otherwise specified in an Order Form, all fees and charges under this Agreement will be invoiced in advance and are due net fifteen (15) days from the invoice date unless otherwise specified in the order form. Customer agrees to accept invoices via email at the billing contact email address specified in the applicable Order Form, as may be updated by Customer upon written notice.  Invoices shall be emailed on the day of the date of invoice.  In the event that the email date is later, such later date shall apply.  Customers located outside of the U.S. shall submit payment to Riveron via wire transfer.  Customer is responsible for providing complete and accurate billing address and contact information to Riveron.  If Customer believes a particular invoice is incorrect, Customer must notify Riveron in writing within twenty (20) days of such invoice date to be eligible to receive an adjustment or credit.
   • c. Overdue Payments.  Any payment not received by Riveron by the due date and not subject to a reasonable and good faith dispute may accrue, at Riveron’s option, late charges at the lesser of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, from the date such payment was due until the date paid.
   • d. Suspension of Services.  If Customer’s account is thirty (30) days or more overdue (except for charges then under reasonable and good faith dispute), then, following five (5) business days’ written notice and opportunity to cure (which notice may be provided via email), in addition to any of its other rights or remedies, Riveron reserves the right to suspend Customer’s access to the Services until such amounts are paid in full.
   •  e. Taxes. Unless otherwise stated, Riveron’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”).  Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Riveron’s net income or property.  If Riveron has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Riveron with a valid tax exemption certificate authorized by the appropriate taxing authority; provided, however, the foregoing legal obligation shall not limit the Customer’s liability for the payment of all Taxes related to the Services.

5. Proprietary Rights.
   • a. Access to Services. In exchange for payment of the fees listed on the Order Form, and subject to the terms of this Agreement and any applicable Order Form, Riveron grants Customer a limited, nonexclusive, royalty-free, nontransferable right, solely during the Subscription Term (i) to access and use the Services solely for Customer’s internal business purposes and (ii) to use the Riveron Materials solely in conjunction with Customer’s authorized use of the Services, without modification, solely for Customer’s internal business purposes.  Customer shall not alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on or affixed to any Riveron Materials.
   • b. Reservation of Rights.  Except for the limited rights expressly granted to Customer hereunder, Riveron reserves all rights, title and interest in and to the Services, the underlying Products and software, and the Riveron Materials, including all related intellectual property rights inherent therein.  No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.
   • c. Restrictions. Customer shall not:
     • i. modify, copy, display, republish, or create derivative works based on the Services or the underlying software;
     • ii. modify, copy, or create derivative works of the Riveron Materials;
     • iii. frame, scrape, link to, or mirror any content forming part of the Services, except on Customer’s own intranets or for its own internal business purposes;
     • iv. reverse engineer, decompile or disassemble the Services or the underlying Products or software;
     • v. access any Services or the underlying Products or software to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services or such Products or software;
     • vi. license, sublicense, sell, resell, rent, lease, transfer, assign (except as permitted in Section 11(f)), distribute, time-share, or otherwise commercially exploit or make the Services available to any third party, except to Subscribers or as otherwise permitted by this Agreement;
     • vii. use the Services to send spam or other duplicative or unsolicited messages in violation of applicable laws;
     • viii. use the Services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights;
     • ix. upload to or use the Services to send or store viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files, scripts, agents, or programs;
     • x. interfere with or disrupt the integrity or performance of the Services or the data contained therein;
     • xi. attempt to gain unauthorized access to the Services or related systems or networks; or
     • xii. conduct any platform or system-level testing of the Services.
   • d. Customer Data. As between Riveron and Customer, Customer retains ownership of all rights, title and interest in and to all Customer Data. Notwithstanding anything to the contrary in this Agreement, Riveron may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Riveron and the Customer, all right, title and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by Riveron. The Customer acknowledges that Riveron may compile Aggregated Statistics based on Customer Data input into the Services. The Customer agrees that Riveron may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law. Customer Data is deemed the Confidential Information of Customer under this Agreement.  Customer grants Riveron a nonexclusive, worldwide, royalty-free, license to reproduce, display, adapt, modify, transmit, distribute, and otherwise use such Customer Data as necessary or reasonable to provide the Services and to use the Customer Data in anonymized and aggregated form for generating Aggregated Statistics, provided that the anonymized data does not include information that identifies or provides a reasonable basis to identify a company or an individual, or otherwise constitute Personal Information. “Aggregated Statistics” means data and information related to the Customer’s use of the Services that is used by Riveron in an aggregate and anonymized manner, including to compile statistical and performance information related to the benchmarking or the provision and operation of the Services.
   • e. Intellectual Property Rights Ownership, Use. Riveron alone (and its suppliers, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to all of Riveron’s proprietary technology (including Products, software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) (hereafter, “Riveron Technology”) made available to Customer by Riveron in providing the Services and the Riveron Technology, and Customer hereby assigns to Riveron any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the features, functionality, or operation of the Products or relating to the Services or the Riveron Technology (collectively, “Feedback”). Riveron may use such Feedback as it deems appropriate in its sole discretion. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services, Riveron Technology or the Intellectual Property Rights owned by Riveron or its licensors or suppliers.  The Riveron name, the Riveron logo, and the names and trademarks associated with the Products and Services are trademarks of Riveron or its suppliers, and unless expressly granted herein, no right or license is granted to use them.  Customer will not accrue any residual rights to the Riveron Technology or the Services, including any rights to the Intellectual Property Rights in connection therewith.

6. Confidentiality.
   • a. Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is either designated as confidential or should reasonably be understood as such based on its nature or the circumstances of disclosure. This includes, but is not limited to:
     • i. the terms and conditions of this Agreement, including pricing and Order Form details;
     • ii. Customer Data;
     • iii. a party’s proprietary technology, computer software in any form, and Services, regardless of patent or copyright status;
     • iv. Riveron Materials, Riveron’s security information, and reports; and
     • v.  each party’s business and marketing plans, technology, technical information, product designs, and business processes.
   • b. The obligations of this Section 6 do not apply to information that:
     • i. becomes publicly known without breach of any obligation to the Disclosing Party;
     • ii. was known to the Receiving Party before disclosure, without confidentiality obligations;
     • iii. is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or
     • iv. is lawfully obtained from a third party without confidentiality obligations.
   • c. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.
   • d. Protection. Receiving Party will use at least the same level of care to prevent unauthorized use of the Confidential Information as it uses for its own confidential and proprietary information of like kind, but in no event less than a reasonable standard of care.
   • e. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure, to the extent legally permitted, and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
   • f. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

7. Warranties and Disclosures.
   • a. Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
     • i. Riveron warrants that:
       1. it will provide the Services in a manner consistent with general industry standards reasonably applicable to their provision;
       2. the Services will perform materially in accordance with applicable Riveron documentation under normal use and circumstances; and
       3. it owns or otherwise has sufficient rights in the Services to grant Customer the rights to use the Services as set forth herein.
     • ii. Customer warrants that:
       1. it owns or otherwise has sufficient rights in the Customer Data to grant Riveron the rights to use the Customer Data as set forth herein; and
       2. it has not falsely identified itself or provided false information to gain access to the Services.
   • b. Remedies.Customer’s exclusive remedy and Riveron’s entire liability for a breach of the warranties set forth in Section 7(a) shall be for Riveron to correct any material, reproducible impairments in the features and functionality of the Services so that they materially conform to the warranty. If Riveron is unable to provide the warranted Services within a commercially reasonable time after receiving written notice of the breach, Customer may terminate the applicable Order Form and receive a refund of any prepaid, unused fees for the remaining portion of the Subscription Term following the effective date of termination.
   • Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CUSTOMER UNDERSTANDS AND AGREES THAT THE PRODUCTS, SERVICES AND RIVERON MATERIALS ARE PROVIDED “AS IS” AND RIVERON, ITS AFFILIATES, SUPPLIERS, RESELLERS, AND ITS LICENSORS MAKE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALNG, USAGE, OR TRADE PRACTICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  WITHOUT LIMITING THE FOREGOING, RIVERON MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCTS, SERVICES OR RESULTS OR THE USE THEREOF, WILL MEET THE CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN THE COMPANY AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
8. Indemnification.
   • a. Indemnification by Customer. To the fullest extent permitted by applicable law, the Customer agrees to indemnify, hold harmless, and defend Riveron or any of its Affiliates or any of their respective partners, members, officers, directors, managers, owners, shareholders, agents, employees or controlling persons (collectively, the “Riveron Indemnified Persons” and each, a “Riveron Indemnified Person” and a “Riveron Party”) from and against any and all third party claims, losses, liabilities, judgments, damages, costs and expenses, including reasonable attorneys’ fees (a “Loss”, or collectively, “Losses”) arising from or relating to: (i) use of any Customer Data or Customer Materials by any Riveron Party as authorized under this Agreement, (ii) modification of any Riveron Materials not made by a Riveron Party or use of Riveron Materials in combination with any other product or service not provided by Riveron under this Agreement, (iii) Customer’s use of the Products, Services, or (iv) material breach of this Agreement by, or the fraud, gross negligence or willful misconduct of, the Customer or any of its Affiliates or its or their employees, contractors or agents, in each case except to the extent finally determined by a court of competent jurisdiction to have resulted primarily from Riveron’s fraud, gross negligence or willful misconduct relating to such Services.
   • b. Indemnification by Riveron.  To the fullest extent permitted by applicable law, Riveron agrees to indemnify, hold harmless, and defend the Customer or any of its Affiliates or any of their respective partners, members, officers, directors, managers, owners, shareholders, agents, employees or controlling persons (collectively, the “Customer Indemnified Persons” and each, a “Customer Indemnified Person” and a “Customer Party”) from and against any and all third party Losses arising from or relating to: (i) a material breach of the DPA or a material breach of the confidentiality obligations of Riveron contained herein, or (ii) the fraud, gross negligence or willful misconduct of, Riveron or any of its Affiliates or its or their employees, contractors or agents in connection with performing any Services, in each case except to the extent finally determined by a court of competent jurisdiction to have resulted primarily from the Customer’s fraud, gross negligence or willful misconduct relating to such Services. Riveron shall have no indemnification obligation for any claims or Losses under clause (i) to the extent the breach arises from (A) any modification of any Product, Services, or Riveron Materials not made by a Riveron Party, (B) the use or combination of any Product, Services or Riveron Materials with any services, hardware, data, or business processes not provided by Riveron, or (C) A Customer Party’s use of the Services in a manner inconsistent with this Agreement.
   • c. Indemnity Process. Upon receiving notice of a claim subject to indemnity, the indemnified party shall:
     • i. promptly provide the indemnifying party with written notice of the claim;
     • ii. grant the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party may not settle any claim without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; and
       • The indemnifying party’s indemnification obligation shall be reduced to the extent that the indemnified party’s failure to comply with the above conditions materially prejudices the indemnifying party’s ability to defend or settle the claim.
       • The indemnified party shall have the right to participate in the defense and settlement of a claim using counsel of its choosing, at its own expense.
9. Limitation of Liability. 
   • a. Limitation of Liability. EXCEPT FOR CUSTOMER’S BREACH OF SECTION 5(c), OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8 ABOVE, IN NO EVENT SHALL EITHER PARTY’S OR ITS LICENSORS’ OR SUPPLIERS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.  WITH RESPECT TO RIVERON’S INDEMNITY OBLIGATION UNDER SECTION 8(b)(i), IN NO EVENT SHALL RIVERON’S AGGREGATE LIABILITY EXCEED 100% OF THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
   • b. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILAITES FOR ANY LOST PROFITS OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, DATA, BUSINESS OR GOODWILL, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER ARISING AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   • c. The Riveron Parties shall have no liability arising from or relating to any Third Party Materials or any third-party hardware, software, information or materials selected or supplied by the Customer or any of its Affiliates.
   • d. The Parties acknowledge that the limitations set forth above are integral to the amount of fees charged in connection with the Services, and that were Riveron to assume any further liability, such fees would of necessity be set substantially higher.
10. Term and Termination.
    • a. Term of Agreement.  This Agreement commences on the Effective Date and continues until all Subscriptions granted in accordance with this Agreement have expired or been terminated.
    • b. Term of Subscriptions.  Subscriptions commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified therein. Subscriptions will automatically renew for a period equal to the previous Subscription Term upon the expiration of the initial Subscription Term or any renewal Subscription Term unless either party gives the other notice of non-renewal at least thirty (30) days prior to the expiration of the relevant Subscription Term.  Except as otherwise provided in an Order Form, renewal fees will be equal to the then-current number of Subscriptions Customer has purchased multiplied by Riveron’s then-current Subscriber fee in effect at the time of renewal.  Riveron reserves the right to increase the fees for the Services at the anniversary date of the commencement of each Subscription Term.
    • c. Termination for Cause.  A party may terminate this Agreement, an Order Form for cause: (i) if the other party is in material breach of this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice of such material breach from the non-breaching party; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors and such proceeding is not favorably resolved within sixty (60) days. This Agreement constitutes an executory contract in accordance with Section 365 of the U.S. Bankruptcy Code.  If Customer files or has filed against it by a third party any petition under the U.S. Bankruptcy Code, Customer must either assume or reject this Agreement.  Upon an assumption, Customer shall comply with 11 U.S.C. § 365(b)(1); upon a rejection, all of Customer’s rights hereunder will terminate.  Upon any termination for cause by Customer, Riveron shall refund to Customer any prepaid, unused fees applicable to the remaining portion of the Subscription Term following the effective date of termination.  Upon any termination for cause by Riveron, Customer’s right to access or use Customer Data in the Services immediately ceases.
    • d. Outstanding Fees.  Termination shall not relieve Customer of its obligation to pay any fees accrued or payable to Riveron relating to the Services prior to the effective date of termination, and Customer shall immediately pay to Riveron all such fees upon the effective date of termination.
    • e. Software Removal. Upon suspension, termination, expiration, or non-renewal of the Services, Customer shall immediately cease using and delete or uninstall all copies of the software provided with the Services from all Customer systems, devices, and media, and provide Riveron with a written certification of such deletion or uninstallation within ten (10) days of the date of such suspension, termination, expiration, or non-renewal. Alternatively, at Riveron’s sole and exclusive option and upon written notice to Customer, Riveron may access and remove (and promptly upon Riveron’s request Customer shall provide Riveron with access to facilities, systems and equipment to enable Riveron to remove), such software from Customer’s systems, devices, and media, and Customer shall cooperate with and assist Riveron in such removal. Customer acknowledges and agrees that Riveron may use technical measures to verify Customer’s compliance with this provision and to prevent or disable any unauthorized use of such software.
    • f. Return of Customer Data.  Upon request by Customer made within thirty (30) days after the effective date of termination, and solely the extent that any Riveron has removed any Customer Data from Customer’s own systems, Riveron will delete all Customer Data in its systems or otherwise in its possession or under its control. This provision will not apply to any Aggregated Statistics.
    • g. Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 1 (Certain Definitions), 2(d) (Testing and Evaluation), 4 (Fees and Payment), 5(c) (Restrictions), 5(d) (Customer Data), 5(e) (Intellectual Property Rights Ownership, Use), 6 (Confidentiality), 7(b) (Remedies), 7(c) (Disclaimer), 8 (Indemnification), 9 (Limitation of Liability), 10(d) (Outstanding Fees), 10(e) (Software Removal), 10(f) (Return of Customer Data), 10(g) (Surviving Provisions) and 11 (General).
11. General Provisions.
    • a. Export Control.  Customer and its Subscribers shall not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business, such as the Export Administration Regulations maintained by the United States Department of Commerce, trade and economic sanctions maintained by the United States Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the United States Department of State, and shall not cause Riveron to violate the same.
    • b. Relationship of the Parties.  The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
    • c. Notices. Except as specified in Section 3(a), all notices required to be sent hereunder shall be in writing and shall be deemed to have been given upon (i) the date it was delivered by courier, or (ii) if sent by certified mail return receipt requested, on the date received, in each case addressed to the addresses set forth above and, if to Riveron, to the attention of Chief Legal Officer, and, if to Customer, to the attention of the signatory of this Agreement, or to such other address or individual as the parties may specify from time to time by written notice to the other party.
    • d. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.  Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
    • e. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.
    • f. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).  Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without the consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    • g. Governing Law. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its conflicts of laws rules, the United Nations Convention on the International Sale of Goods, or the Uniform Computer Information Transactions Act.
    • h. Venue; Waiver of Jury Trial. The state and Federal courts located in Dallas County, Texas shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.  Each party hereby consents to the exclusive jurisdiction of such courts and waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine.  Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
    • i. Force Majeure.  Neither party shall be liable for delay or non-performance of its obligations hereunder (or part thereof), other than payment obligations, if the cause of delay or non-performance is an event which is unforeseeable, beyond the control of the party affected, and cannot be remedied by the exercise of reasonable diligence, including without limitation acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Riveron’s possession or reasonable control, and denial of service attacks (each a “Force Majeure Event”). The party affected shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof), it being understood that a Force Majeure Event shall not excuse any obligation of Customer to pay invoices due in accordance with the provisions hereof.  The party affected shall promptly notify the other party and make reasonable efforts to mitigate the effects of the Force Majeure Event with reasonable dispatch.
    • j. Publicity.  Riveron may, at its own expense, place announcements on its corporate website, in marketing materials and in financial and other newspapers and periodicals (such as a customary “tombstone” advertisement, including the Company’s logos or other identifying marks) acknowledging the Company as a client of Riveron and generally describing Riveron’s Services in connection therewith. Riveron agrees to not disclose any specifics of the engagement, and to limit announcements to the names and business description of the parties involved and a general description of Riveron’s Services.
    • k. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.  The parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this agreement, express or implied, except for the representations and warranties set forth in this Agreement.  This Agreement may not be modified or amended by Customer except upon agreement by Riveron evidenced by a written instrument signed by an authorized Riveron representative (which agreement may be withheld in Riveron’s complete discretion without any requirement to provide any explanation).  No terms or conditions set forth on any purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement, and all such terms or conditions shall be null and void.
    • l. Modifications to this Agreement. Riveron reserves the right to modify the terms and conditions of this Agreement, including any referenced policies and other documents, effective upon the commencement of any renewal term and as set forth in the applicable Order Form. If Riveron modifies the Agreement during the Subscription Term, the modified version will be effective upon the next renewal of the Subscription Term. In this case, if Customer objects to the updated Agreement, as Customer’s exclusive remedy, Customer may choose not to renew, including cancelling any terms set to auto-renew.  Customer may be required to click through the updated Agreement to show Customer’s acceptance.  If Customer does not agree to the updated Agreement after it becomes effective, Customer will no longer have a right to use the Services.  For the avoidance of doubt, any Order Form is subject to the version of the Agreement in effect at the time of such Order Form.

[1] These General Terms and Conditions applies for Subscription Services provided by Riveron Consulting LLC., Riveron RTS, LLC., Riveron Intelligent Manufacturing Solutions, LLC., Riveron Management Services, LLC., and Yantra Tech Innovation Lab Pvt. Ltd..