Last updated: December 14, 2016
These Terms of Service (“Terms”, “TOS”) govern your access to and use of the websites, services, and applications (collectively the “Service”) of Ryver, Inc., a Delaware corporation (“Ryver”, “we” or “our”). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
1.1 BY USING THE SERVICE, YOU SIGNIFY YOUR ASSENT TO THESE TERMS. THIS INCLUDES YOUR AGREEMENT TO (A) JURISDICTION AND VENUE IN THE STATE OF DELAWARE FOR ANY CLAIM OR DISPUTE REGARDING THE SERVICE OR THESE TERMS, (B) THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY AND (C) THE INFORMATION COLLECTION AND PRIVACY PRACTICES FOR THE SERVICE.
IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THESE TERMS, DO NOT USE THE SERVICE.
1.2 You may use the Service only if you can form a binding contract with Ryver, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. The Service may change from time to time as we evolve, refine or add more features to the Service, often without prior notice to you. In addition, Ryver may temporarily or permanently stop providing the Service, or any features within the Service, to you or to users generally and may not be able to provide you with prior notice.
2.1 Some areas of the Service allow you to post or upload information, text, graphics, or other material (“Content” or, when posted by you, “your Content”), and to share your Content with others. You are solely responsible for your Content and any postings, data or transmissions using the Service, or any other use of the Service by you or any person or entity that you permit to access or otherwise use the Content. You are responsible for keeping your account permissions, billing, and other account information up to date, and you must use reasonable security precautions in connection with your use of the Service. You shall immediately notify Ryver of any unauthorized use of your account or any other breach of security and cooperate with Ryver’s investigation of service outages, security issues or any suspected breach of the terms and conditions of these Terms. You must provide us accurate information when you create your Ryver account. Your Ryver account gives you access to the Services and functionality that we establish and maintain. We may maintain different types of accounts for different types of users or organizations.
2.2 You retain full ownership to your Content. Ryver does require that you grant us rights to your Content as necessary to, and for the sole purpose of, providing the Service. For example, we must be able to transmit and display our Content over computer networks for viewing on computers, mobile devices and in email notifications by you and other users in your account. We may also use third-party services such as Amazon Web Services in order to facilitate the administration and operation of the Service, thus extending the rights granted to us to the third parties only as necessary to provide the service.
2.3 If you connect to Ryver with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. You may never use another user’s account without permission.
2.4 All Content in or on the Service, whether publicly posted or privately transmitted by users, is the sole responsibility of the person who originated such Content. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service. We may not monitor or control the Content posted via the Service and, we cannot take responsibility for such Content. If you use or rely on any Content or materials posted via the Service or obtained by you through the Service, it is at your own risk. Under no circumstances will Ryver be liable in any way for any Content, or any loss or damage of any kind incurred as a result of the use of any Content in the Service.
2.5 You agree that you are responsible for your use of the Service, for your Content, and for any consequences thereof, including the use of your Content by other users and third parties. You understand that if you do not have the right to submit Content to the Service, doing so may subject you to liability. Ryver will not be responsible or liable for any use of your Content by Ryver in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit including all necessary rights to upload your Content for use in accordance with these Terms.
3.1 Subject to your adherence to these Terms, Ryver gives you a limited, personal, worldwide, royalty-free, non-assignable, non-sublicensable and non-exclusive license to use the Service. We can terminate this license at any time for any reason or for no reason.
3.2 We may make available software to access the Service via a mobile device or desktop application (“Software”). In order to use the Software you must use a device that is compatible with the Software. We do not warrant that the Software will be compatible with your device. We give you a limited, personal, worldwide, royalty-free, non-assignable, non-sublicensable and non-exclusive license to use a compiled code copy of the Software for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Software to any third party or use the Software to provide time sharing or similar services for any third party; (iii) make any copies of the Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Software, features that prevent or restrict use or copying of any content accessible through the Software, or features that enforce limitations on use of the Software; or (v) delete the copyright and other proprietary rights notices on the Software. You agree that we may from time to time issue upgraded versions of the Software, and may automatically electronically upgrade the version of the Software that you are using on your device. You agree to the automatic upgrading on your device, and agree that the terms and conditions of these Terms will apply to any upgrades. Any third-party code that may be incorporated in the Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. This license is not a sale of the Software or any copy thereof, and Ryver or its third party partners or suppliers retain all right, title, and interest in the Software (and any copy thereof).
3.3 If the Service or Software is being acquired on behalf of the United States Government, then the following provision applies. The Service and the Software, each, is a “commercial item,” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227.7202 (June 1995). Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b) (2) (June1998) and 48 C.F.R. 227.7202, all U.S. Government End Users acquire such Service or Software with only those rights as set forth herein.
4.1 All right, title, and interest in and to the Service (excluding Content provided by users) are and will remain the exclusive property of Ryver and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Ryver name or any of the Ryver trademarks, logos, domain names, and other distinctive brand features.
4.2 As part of the Service, Ryver provides several ways to give feedback and suggestions on the Service. You grant Ryver unlimited, irrevocable and perpetual license to use this information for any purpose at our sole discretion.
5.1 Ryver is trusted by its users, and we trust you to use our Service responsibly. You agree not to misuse the Service. For example, you must not, and must not attempt to do the following things:
5.2 International users agree to comply with all local laws regarding online conduct and acceptable content. We may investigate and/or suspend your account if you violate any of the above rules. Furthermore, we reserve the right to immediately terminate your account without further notice in the event that, in our sole and absolute judgment, you violate these Terms, or abuse the use of our Service.
5.3 You grant Ryver the right, but without obligation, to remove or refuse to distribute any public-facing Content on the Service including your Content. We also reserve the right to access, read, preserve, and disclose any information (public or private) as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Ryver, its users and the public. If Ryver needs to access your Content in order to provide support, we will inform you and request permission to access just the Content related to the support issue.
6.1 Payment Terms
6.3 Subscription Renewal
6.4 Unpaid Subscriptions
6.5 Downgrades and Customer Credit
7.1 We care about the privacy of our users. We collect, use and share personally identifiable information and non-personally identifiable information as described in our Privacy Statement located at http://factor1.me/2018/ryver-site/privacy-policy/ (the “Privacy Statement”). By using the Service, you agree to the collection of such information, and to have your personal data collected, used, transferred to and processed in the United States in accordance with the Privacy Statement. The terms and conditions of the Privacy Statement are hereby incorporated by reference.
8.1 Ryver assumes no liability with respect to disputes over Content ownership, copyright, or trademarks. In the event that we are notified that your Content allegedly infringes the copyright rights of a third party, we will follow the procedures set forth in the Digital Millennium Copyright Act (“DMCA”) for taking down your Content and notifying you of the same. If you provide us with a counter-notice pursuant to the DMCA, we will follow the procedures outlined in the DMCA for addressing such counter-notice and potentially reposting your Content. Notwithstanding the foregoing, we retain the right, in our sole and absolute discretion, to remove your Content or refuse to publish the same for other reasons, including without limitation, trademark or other ownership disputes.
8.2 It is our policy to terminate the account of any users who are repeat infringers of others’ copyrights or trademarks.
8.3 If you believe that Content included on the Service is your proprietary work and has been copied in a way that constitutes an infringement of your rights in that work, please immediately notify Ryver of any such infringement at firstname.lastname@example.org, in the manner set forth below. Pursuant to the requirements of the DMCA, Ryver has designated the following agent to receive infringement notifications:
Chief Executive Officer
14300 N. Northsight Blvd., Suite 110
Scottsdale, AZ 85260
8.4 When reporting an infringement, please ensure you provide, in writing, all of the following information: (i) a detailed description of the Content on the Service that you, in good faith, believe is an infringement of your ownership rights, including information reasonably sufficient to permit Ryver to locate the allegedly infringing Content; (ii) a statement by you that you have a good faith belief that the disputed use has not been authorized by you, the copyright owner, or by the law; (iii) a statement by you declaring under penalty of perjury that (A) all of the information you have provided is accurate, (B) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of the actual owner, and (C) your physical address, telephone number, and email address. In addition, you must mail a copy of the foregoing information to Ryver’s agent at the address noted above with your physical signature affixed to the copy next to the statement indicating that you are the owner of the copyright interest involved or that you are authorized to act on behalf of the actual owner. Ryver will remove the infringing posting(s), subject to the procedures outlined in the DMCA.
9.1 The Service may have links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. The primary source for such links would be from user-generated Content. The Service may present previews of publicly available content associated with the links. However, we do not endorse or assume any responsibility for any of these third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that these Terms and our Privacy Statement do not apply to your use of those sites. You expressly relieve Ryver from any and all liability arising from your use of any third-party website, service, or content and agree that your dealings with any third-party website, service, or content is only between you and such third parties. You agree that we are not responsible for any loss or damage of any sort in your dealings with such advertisers.
10.1 You agree to fully comply with all export and import laws, regulations, rules and orders of the United States, or any foreign government agency or authority, and not to directly or indirectly export, re-export, transfer, or release any Service, any other commodities, software or technology received from Ryver, or any direct product thereof, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization from the U.S. and/or foreign government. You further agree to assume responsibility for and bear all expenses relating to your compliance with the described laws, regulations, rules and orders, and obtaining all necessary authorizations and clearances.
11.1 “Confidential Information” means all confidential and proprietary information of a party disclosed either before or after the effective date of these Terms and marked as such (if such information is capable of being so marked) regarding such party’s products and business that are disclosed by such party (the “Disclosing Party”) to the other party (the “Non-Disclosing Party”) under these Terms including, but not limited to, the Disclosing Party’s intellectual property. Confidential Information also includes (a) the unpublished prices and other terms of service, audit reports, data center designs and other proprietary technology and (b) all information transmitted to or from, stored on or otherwise processed by the servers or other devices used in the provision of the Service. Confidential Information does not include information: (i) in the public domain at the time of delivery, (ii) subsequently published or otherwise made part of the public domain through no fault of the Non-Disclosing Party or its representatives, (iii) in the Non-Disclosing Party’s possession at the time of disclosure and not acquired by the Non-Disclosing party directly or indirectly from Disclosing Party or its representatives on a confidential basis, (iv) which becomes available to the Non-Disclosing Party on a non-confidential basis from a source not under an obligation of confidentiality to the Disclosing Party, or (v) information that is independently developed without reference to the Confidential Information, as evidenced by written records maintained in the ordinary course of business.
11.2 Each party will safeguard and keep confidential all Confidential Information of the other and will return the other’s Confidential Information upon request, except to the extent further retention of such Confidential Information is necessary for a party to perform any post-termination obligations or exercise any post-termination rights under these Terms. Each party agrees to safeguard the other’s Confidential Information using measures that are equal to the standard of performance used by the Non-Disclosing to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care. Neither party will use any Confidential Information of the other party for any purpose except to implement its rights and obligations under these Terms and as otherwise expressly contemplated by these Terms; provided, however, that if any party or its representatives is requested or required to disclose any Confidential Information by a subpoena or court order, that party will promptly notify the other party (unless prohibited by such subpoena or order) of such request or requirement so that the other party may seek an appropriate protective order or other appropriate relief and/or waive compliance with provisions of these Terms, and if, in the absence of such relief or waiver hereunder, any party or its representative are, in the opinion of its counsel, legally compelled to disclose Confidential Information, then that party may disclose so much of the Confidential Information the person compelling disclosure as is, according to such opinion, required, without liability hereunder.
12.1 You represent and warrant that (i) you have adequate legal capacity to enter into these Terms, (ii) you will use the Service only for lawful purposes and in accordance with these Terms and (iii) you will not use the Service in violation of (a) any law, regulation, or ordinance or (b) any right of Ryver, its licensors, or any third party, including, without limitation, any right of privacy, publicity, patent, copyright or trademark. You agree to defend, indemnify and hold Ryver, its affiliates, licensors, officers, agents, employees and directors harmless from any damages, costs, expenses (including reasonable attorneys’ fees) incurred as a result of a violation of this paragraph.
13.1 Ryver may amend or modify these Terms at any time in its sole and absolute discretion, subject to notice to you. The modified Terms will be effective immediately upon your receipt of notice to you by email or a message in the Service, and you agree to be bound by the new terms and conditions of the posted Terms by continuing your use of any Service. You can always find the latest version of the Terms on this page. If you do not agree with the modified Terms, your only remedy is to discontinue using the Service.
14.1 You acknowledge and agree that, notwithstanding any other provisions of these Terms, your breach or threatened breach of these Terms may cause Ryver irreparable damage for which recovery of money damages would be inadequate and that Ryver, therefore, may seek timely injunctive relief to protect its rights under these Terms, without the necessity of posting a bond, in addition to any and all other remedies available at law or in equity.
15.1 YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” RYVER AND ITS LICENSORS AND SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT THE SERVICE IS FREE OF DEFECTS, VIRUS FREE, AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THE FUNCTIONALITY OF THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT ERRORS IN THE SERVICE WILL BE CORRECTED, AND THE IMPLIED WARRANTIES THAT THE SERVICE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. FURTHER, RYVER AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IN ADDITION, ANY SECURITY MECHANISMS IMPLEMENTED BY THE SERVICE HAVE INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SERVICE SUFFICIENTLY MEETS YOUR REQUIREMENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RYVER OR A RYVER AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY. RYVER AND ITS LICENSORS AND OTHER SUPPLIERS HAVE NO LIABILITY WITH RESPECT TO YOUR USE OF THE SERVICE. YOU BEAR THE ENTIRE RISK AS TO ITS QUALITY AND PERFORMANCE AND ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. NO USE OF THE SERVICE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
16.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL RYVER OR ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, AGENTS OR RESELLERS (COLLECTIVELY, THE “RYVER GROUP”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THESE TERMS OR THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORTOR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, THE RYVER GROUP’S ENTIRE COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES YOU PAID FOR THE SERVICE (IF ANY) AND REPLACEMENT OF DEFECTIVE MEDIA OR PROVISION OF A REASONABLY SIMILAR PRODUCT, AS DETERMINED AT RYVER’S SOLE AND ABSOLUTE DISCRETION, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE GROSS NEGLIGENCE OF RYVER TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SOTHIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU. THE RYVER GROUP IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU IN THE FORM OF FEEDBACK, CONTENT OR OTHERWISE. ADDITIONALLY, UNDER NO CIRCUMSTANCES SHALL THE RYVER GROUP BE HELD RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED TO YOU IN CONNECTION WITH THE USE OF OR RELIANCE UPON ANY CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH ANY EXTERNAL SITES LINKED FROM THE SERVICE. YOUR SOLE AND EXCLUSIVE REMEDIES IN THE EVENT OF ANY DISPUTE WITH RYVER UNDER OR RELATING TO THIS AGREEMENT ARE TO DISCONTINUE USING THE SERVICE.
17.1 Upon a request by Ryver, you agree to defend, indemnify, and hold harmless the Ryver Group from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from your use of the Service in a manner not in strict conformance with these Terms. Ryver reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Ryver in asserting any available defenses.
18.1 These Terms constitutes the entire agreement between you and Ryver concerning your use of the Service. These Terms supersede all representations, agreements and other communications regarding your use of the Service. Only Ryver can amend this Agreement by providing notice to you. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect, or Ryver may at its option instead terminate these Terms. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. You may not assign or otherwise transfer by operation of law or otherwise these Terms or any rights or obligations herein. These Terms shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. Neither party shall be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. You agree that these Terms are not intended to confer and does not confer any rights or remedies from Ryver upon any person other than you.
18.2 Except to the extent applicable law, if any, provides otherwise, the laws of the State of Delaware, excluding its conflicts-of-law rules, shall govern these Terms and your use of the Service. You expressly agree that exclusive jurisdiction for any claim or dispute arising from your use of the Service or under these Terms, resides in the federal and state courts of the State of Delaware and you consent to the personal jurisdiction thereof. The foregoing provision may not apply to you depending on the laws of your jurisdiction. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
If you have any questions regarding these Terms, please contact us at email@example.com or by mail at:
14300 N. Northsight Blvd., Suite 110
Scottsdale, AZ 85260