1.1 “Authorised User” means the intended beneficiaries (e.g. employee, contractor, agent of the Client) who is registered and permitted by Riverr to use The Services subject to this Agreement and any restrictions in an applicable Order Confirmation.
1.2 “Content” means the Riverr content, information, data products and services made available as part of Riverr platform services.
1.3 “Credentials” means evidence of achievement, certificate, ability, attainment, authenticity, compliance, completion, eligibility, entitlement, experience, identity, membership, qualifications, title or other attributes, qualities or traits.
1.4 “Customer Data” means Customer’s content, information, and data which Customer desires to process and disseminate by accessing and using the Service and any Customer icons, marks and/or logos Customer desires to have displayed on the Service Pages. As between Customer and Riverr, Customer Data shall also include Credentials whether of (or issued by), Customer or third parties.
1.5 “Documentation” means the online guides and user manuals for the Service.
1.6 “Intellectual Property Rights” means all patents, patent registration or applications, business processes, data rights, copyrights, trade names, trademarks, trade secrets, know-how, mask works, or any other intellectual property rights, whether registered or unregistered, arising or enforceable under Singapore law or the law of any other jurisdiction.
1.7 “Third Party Applications” means third party applications, websites, and services.
1.8 “Order Confirmation” means the specification and details of the given subscription that the Client wishes to order. An Order Confirmation is not binding until it is duly executed by both Riverr and the Client in accordance with section 2, at which point it becomes incorporated into and part of this Agreement.
Personal Information (Identifiable)
2.1 The Agreement becomes binding and effective for any use of the The Services by the Client upon the Client’s acceptance of the Order Confirmation, when: I. When the Client electronically or physically signs the Order Confirmation and/or the Agreement via the Riverr Platform; or II. The Client clicks on the designated "accept" button via a web form or similar.
2.2 The Term of the Agreement
The Agreement becomes effective on the date that a valid Order Confirmation is executed in accordance with section 2.1 (the "Effective Date") and remains in force for the duration of the subscription specified in the Order Confirmation (the "Initial Term") or until terminated in accordance with section 15 (the Initial Term and any subsequent renewal of the Agreement shall be defined as the “Term”).
2.3 Automatic Renewal
2.3.1 On the last day of the Initial Term and on each subsequent anniversary of that date, the Agreement will automatically be renewed at Riverr’s then-current, standard non-discounted price for an additional period of the same duration as the preceding subscription period, in accordance with the terms referenced to in the applicable Order Confirmation, unless one of the Parties notifies the other Party of its intent not to renew no less than thirty (30) days prior to the end of the then-current term. The Client's notification of non-renewal must be made to: info@Riverr.io Any such non-renewal shall be deemed to be a termination of the Agreement for the purposes hereof.
3 PAYMENT TERMS
3.1 Prices and Tax
3.1.1 Unless otherwise specified in the Order Confirmation, all fees are stated in USD, or as specified in the Order Confirmation, exclusive of any taxes. The price for the Clients purchase of The Services are to be added any applicable VAT and any other mandatory taxes. Such mandatory VAT and taxes will be informed by Riverr when signing up for The Services and the Client is obligated to pay any such VAT and taxes upon Riverr’s invoicing of The Services.
3.1.2 The prices, features, and options of The Services depend on the subscription plan selected by the Client (including any usage or overage fees). Riverr does not guarantee that the Client’s particular subscription plan will be offered indefinitely. Riverr reserves the right to change the prices, features, or options included in a particular subscription plan without notice, provided that such changes shall not take effect until the Client’s next Term.
3.1.3 Riverr will inform the Client of any changes in Riverr's prices for the subsequent renewal term by written notice no later than 45 (forty-five) days prior to the expiration of the previous term.
3.1.4 As specified in the Order Confirmation, the Client will be billed through invoicing or credit card payment. Unless otherwise specified in the Order Confirmation: (i) The Services are non-cancellable during the Term and all fees are non-refundable; and (ii) Payment for The Services and all applicable taxes is due upon acceptance of the Agreement and will be payable in advance as specified in the Order Confirmation for each period that the Agreement is in force. In case of late payment, any unpaid amounts will bear interest at the rate of 1.5% per month as well as an administration fee equivalent to USD 100,00 for every reminder sent to the Client with notification of late payment. In addition, Riverr may suspend the Client’s access to the Riverr Service, with immediate effect, if the Client fails to pay any undisputed fees invoiced by Riverr pursuant to this Agreement. Suspension will not relieve the Client of its obligation to pay such invoices or any other fees payable to Riverr for the relevant Order Confirmation.
Your use of Riverr's Platform might involve you sharing, uploading or inputting various content containing personal information into the Platform, including but not limited to: data, attachments, and conversations. This content is encrypted and stored by us. You control who you invite to view or sign the content and how your content is shared with others. In general, Riverr does not monitor that content. We strongly recommend that you do NOT store any sensitive information (cf. Article 9 in the General Data Protection Regulation).
4 USING THE SERVICES
4.1 Eligibility to Use
The Client represents and warrants that the Client is of legal age (18 years of age or older or otherwise of legal age in the Client’s resident jurisdiction) and has the legal capacity or agree to the Agreement. If the Client is agreeing to this Agreement on behalf of an organisation or entity, the Client represents and warrants that the Client/and or the specific actual used signee used for acceptance of this Agreement and/or the Order Confirmation, is authorised to agree to this Agreement and/or the Order Confirmation on that organisation or entity’s behalf and bind them to the Agreement and/or the Order Confirmation.
4.2 Access to Riverr Content
Subject to the Agreement, Riverr grants to the Client a limited, non-exclusive, revocable, non-transferable license to access and use The Services during the Term and exclusively for its internal business purposes.
4.3 Access to the Client’s Content
Riverr does not screen content uploaded to the platform but reserves the right (but not the obligation) to remove any User Content that violates the Agreement or otherwise violates third-parties’ intellectual property rights or any applicable laws in the jurisdictions Riverr offer The Services and/or is represented. The Client acknowledges and agrees that Riverr does not verify, adopt, ratify, or sanction User Content and the Client agrees that the Client must bear all risks associated with the Client’s use of its User Content.
4.4.1 Riverr’s Obligations Upon acceptance to this Agreement, Riverr will:
18.104.22.168 Provide The Services to the Client, in accordance with the information provided in the Client’s Order Confirmation, to use The Services and its content and materials to the applicable limits or maximums.
22.214.171.124 Provide The Services to the Client, in accordance with the information provided in the Client’s Order Confirmation, to use The Services and its content and materials to the applicable limits or maximums.
126.96.36.199 Make reasonable efforts to ensure that the Service will be online, usable and accessible 99.5 % of the time (“Uptime”) each month and prevent any disruptions to the Service. If any disruptions were to occur, Riverr is committed to remedying the cause of the disruption with great haste and always makes reasonable efforts to promptly notify the Client.
4.4.2 The following circumstances are excluded from the Uptime definition: I. Service work which is notified and agreed between the parties outside of normal work time; II.Force majeure conditions; or III.The Client’s own circumstances that makes it impossible to use Riverr or substantially complicates the provision of Services.
4.5 During the Term, Riverr will provide Support Services during the Support Hours ( between 09:00 - 17:00 on Singapore business days) to maintain the Service Levels, provided that: where required, the Client assists with investigating and ascertaining the cause of the fault and provides Riverr with all necessary information relevant to the fault. All notices shall be delivered to firstname.lastname@example.org or alternatively via phone on +65.83443290
4.6 The Client’s Obligations
Upon acceptance to this Agreement, the Client will: I. Cooperate with Riverr by providing such information and materials as Riverr may reasonably require in order to supply the Service, and ensure that such information is complete and accurate in all material respects; and II. Notify Riverr of any unauthorised use the Client might become aware of.
4.6.1 The Client must not (and must not allow any third party to) directly or indirectly: I. Rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to The Services to a third party; II. Modify or create a derivative work of the Riverr Service or any portion of it; III. Reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to the Riverr Service, except to the extent expressly permitted by applicable law and then only with advance notice in writing to Riverr; IV. Break or circumvent any security measures of the Riverr Service, or configure the Riverr Service to avoid incurring fees or in any way disrupt the integrity, performance or security of The Services; V. Exceed the usage limits specified in the Order Confirmation without prior notification to Riverr and payment of the associated fees; VI. Access The Services for the purpose of building a competitive product or service or copying its features or user interface; VII. Use or permit The Services to be used for any illegal or misleading purpose, or any manner inconsistent with the Agreement; VIII. Collect, use, and disclose data that violates any third-party rights, including privacy, publicity rights and intellectual property, (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights); IX.Breach requirements that may be imposed by consumer legal protections in relation to the use of electronic signatures. The Client is solely responsible for ensuring that the documents, agreements or contracts it uses with The Services are appropriate for electronic signatures, and Riverr is not responsible or liable for any such determination; X. The Client agrees that all issued certificates are true, non-fraudulent and do not break any regulation that gives the Client the authority to issue any sort of certification. XI. The Client shall not, without the prior written consent of Riverr, at any time from the date of the Agreement to the expiry of six months after the termination of the Agreement, solicit or entice away from Riverr or employ or attempt to employ any person who is engaged as an employee at Riverr.
5 INTELLECTUAL PROPERTY
5.1 A Party’s ownership of, or any right, title or interest in any Intellectual Property Rights or an item which exists prior to the Effective Date (Pre-Existing Material) will not be altered, transferred or assigned by virtue of this Agreement.
5.2 The Client agrees that Riverr retains all rights, title and interest (including all intellectual property rights) in and to The Services, and all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of the support of other services, and any updates, modifications, or derivative works of any of the foregoing (all of which is deemed Riverr’s confidential information) and that Riverr reserves any licenses not specifically granted in this Agreement. The Service is offered as an online, hosted product. Accordingly, the Client acknowledges and agrees that it has no right to obtain a copy of the software behind any of The Services and that Riverr has sole discretion to make updates, bug fixes, modifications or improvements to the Riverr Service from time-to-time. Riverr reserves the right to change or remove features of The Services from time to time. If any material alterations are made to The Services, Riverr will provide the Client with 20 business days’ notice.
6 DATA RESPONSIBILITY
6.2 The Client shall be responsible for data that the Client provides or uses in the Services. The Client is solely responsible for complying with any regulations, laws, or conventions applicable to the data the Client provides and the Client’s use of the Services.
The Client warrants that the Client’s collection and use of any personal information or data provided while using the Services complies with all applicable data protection laws, rules, and regulations.
6.3 The Client acknowledges that, unless agreed otherwise, any electronic agreements distributed by the Client through the Services, will contain the Client’s name and email address.
7.1 Commercial information which the Parties may obtain or possess concerning the other Party, shall be considered confidential and shall not be disclosed to third parties without the relevant Party's prior written consent. Any confidentiality obligations for the Parties pursuant to this Agreement shall indefinitely survive the termination of the Agreement.
7.2 The Confidentiality obligation shall not apply to information, (i) which becomes publicly available through no fault of the receiving party, (ii) that a Party comes into possession of in good faith from a third party who, to that Party’s knowledge, is not under confidentiality obligation in respect of that information, (iii) that a Party is required to disclose under applicable law or to fulfil its obligations and exercise its rights under the Agreement.
8.1 The Client will defend, indemnify, and hold Riverr and its officers, directors, and employees, harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (i) The Client’s breach of the Agreements or any one of them; (ii) the nature and content of the Client’s Customer Data through The Services; (iii) any activity in which the Client engages in, on or through The Services. The Client shall not be liable for damages in the aggregate for all claims in excess of amounts paid to Riverr by Client (hereunder during the 12-month period preceding the date on which the first claim arose), even if the Client has been advised of the possibility of such damages.
9 LIMITATION OF LIABILITY
9.1 The use of the Service is the sole responsibility of the Client. The Service is supplied "as is" and may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
9.2 All warranties, conditions and other terms implied by statute or law are, to the fullest extent permitted by law, excluded from the Agreement.
9.3 Riverr (or its affiliates, licensors and suppliers) shall not be liable concerning any subject matter arising from or related to this agreement, the Riverr service or any of the websites operated by Riverr or regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise) for; (i) any loss of profits, contracts, revenue, business, business opportunity, loss or corruption of data or recovery of data, goodwill, security breach resulting from a failure of a third party telecommunications and/or the internet, anticipated savings or revenue (regardless of whether any of these is direct, indirect or consequential); (ii) any loss or damage arising in connection with liabilities to third parties (whether direct, indirect or consequential); (iii) any matter beyond its reasonable control; and (iv) any indirect, incidental or consequential loss or damage whatsoever; or (v) damages in the aggregate for all claims in excess of amounts paid to Riverr by Client (hereunder during the 12-month period preceding the date on which the first claim arose), even if Riverr has been advised of the possibility of such damages. These limitations are independent from all other provisions of this agreement and shall apply notwithstanding the failure of any remedy provided herein.
9.4 Nothing in the agreement shall operate so as to exclude or limit either party's liability to the other for death or personal physical injury arising out of negligence, fraud or fraudulent misrepresentation.
10 FORCE MAJEURE
10.1 Neither party will be liable for any delay or failure to perform its obligation under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
11.1 Riverr is required to take out customary insurance with a recognised insurance firm.
12.1 Either party may terminate the Agreement, including any related Order Confirmation, if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).
12.2 Effect of Termination
If the term of the Agreement expires or the Agreement is terminated for any reason; (i) The Client will pay to Riverr any undisputed amounts that have accrued before, and remain unpaid as of the date of the termination or expiration, including those for the billing cycle in which termination occurs; (ii) any and all of Client’s liabilities to Riverr that have accrued before the effective date of the expiration or termination will survive; (iii) licenses and use rights granted to the Client with respect to The Services and intellectual property will immediately terminate; (iv) Riverr’s obligation to provide any further services to the Client under this Agreement will immediately terminate, except any such services that are expressly to be provided following expiration or termination of this Agreement; and (v) the Client will delete (or, at Riverr’s request, return) any and all copies of any Riverr code, templates, documentation, passwords or access codes, and any other Riverr confidential information in Client’s possession, custody.
13.1 The Parties are not entitled to transfer their rights or obligations under the Agreement to any third party without prior written consent from the other Party (whose consent shall not be unreasonably withheld.
14.1 Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.
15 AGREEMENT AND VARIATION
15.1 The Agreement constitutes the entire agreement between the Client and Riverr in relation to its subject matter. It replaces and extinguishes all prior agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and understandings of any nature made by or on behalf of the parties in relation to the same, whether oral or written.
15.2 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16 DISPUTE RESOLUTION
16.1 Initial Dispute Resolution.
Most disputes can be resolved without resort to legal proceedings/actions. If the Client has any dispute with Riverr, the Parties agree that before taking any formal action, including but not limited to any legal actions and/or proceedings, the Client will contact Riverr at email@example.com and provide a brief, written description of the dispute and the Client’s contact information (including the Client’s username, if the Client dispute relates to an Account). The Client and Riverr agree to use their reasonable efforts to settle any dispute, claim, question, or disagreement directly through amicable consultation with Riverr, and good faith negotiations shall be a condition to either party initiating legal proceedings/actions of any kind.
16.2 Arbitration: If a Dispute is not settled under clause 16.1 within 30 days after the date of the relevant Dispute Notice, the Dispute must be referred to and resolved by arbitration in Singapore in accordance with the Rules of the Singapore International Arbitration Centre (SIAC Rules and SIAC respectively). The tribunal will consist of one arbitrator, to be appointed by the President of the SIAC. The language of the arbitration will be English.
17.1 A Party’s failure to enforce or exercise any provision of the Agreement is not a waiver of that provision.
18 CHOICE OF LAW AND JURISDICTION
18.1 The Agreement is subject to the laws of Singapore.
18.2 The Parties submit to the exclusive jurisdiction of the Singapore Courts in respect of any dispute arising out of or in connection with this Agreement.
19 NOTICES AND CONTACT
19.1 Notices required to be given under this Agreement shall be in writing and can be delivered by email, hand, sent by pre-paid post or recorded delivery post to the other party at its address set out in this Agreement or the Order Confirmation.
19.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by a pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at 9.00 am on the first business day following delivery.
19.3 The Client can send notices to Riverr via email at firstname.lastname@example.org or at the following mailing address: Riverr Pte. Ltd. (Co. Reg. No 202012249W). Centennial Tower, 3 Temasek Avenue, level 18, Singapore 039190.