Terms of Service

Last Updated: April 10, 2023

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The following Terms of Service (the “Terms”) form a binding agreement between you, in your individual capacity, or on behalf of the entity you represent, as applicable (the “User,” “you,” and “your”), and Rive, Inc., a Delaware corporation (“Rive”, “we” and “us”), and govern your use of the internet-based applications, software, services and websites offered by Rive (the “Service”).

A. Account Terms

1. Acceptance of the Terms

By creating an account on the Service (an “Account”), accepting an invitation to join a Team created by another User as a Team Member, or otherwise using the Service, you agree, as an individual or on behalf of the entity that you represent, to be bound by these Terms.

2. Account Registration

You may access certain portions of our Service on a limited, view-only basis without creating an Account or logging in, such as, for example, when a user shares Content publicly. But in order to use most functions of the Service, you must create an Account and become a registered User. You must provide us with complete and accurate information and keep it up-to-date, including a valid email address and, if you purchase a Subscription, all required billing information.

If you create an account on behalf of an entity, you represent and warrant that you have the authority to enter into these Terms on behalf of such entity. If you create an Account on behalf of an entity but do not have the authority to bind the entity to these Terms, then you as an individual are the User.

3. Account Requirements

You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law.

You may not share your Account or login credentials with other people.

You may not use Rive in violation of export control or sanctions laws of the United States or any other applicable jurisdiction. You may not use Rive if you are or are working on behalf of a Specially Designated National (SDN) or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency.

4. Account Security

You are responsible for maintaining the confidentiality of your account credentials and must notify us immediately if you become aware of any unauthorized access to or use of your Account. You are responsible for all activity that occurs under your Account.

B. Teams

1. Working with a Team

You may use the Service in your own personal space, or you can create a shared team workspace (a “Team”) that allows you to use the Service collaboratively with other Users who you invite to the Team (each, a “Team Member”).

2. Team Administration

Each Team must have at least one User who is designated as the administrator of that Team (the “Admin”). By default, the User who creates a Team (the “Owner”) will be the Admin of the Team, but the Admin may be changed, or additional Admins may be added, by the Owner at any time. Team Owners and Admins will have administrative permissions to add or remove Team Members, manage the rights and permissions of Team Members with respect to the Team, add or remove Content from the Team space and control billing and payments for the Team.

3. Access to Team Content

Team Members may access and view the Content saved to a Team space (“Team Content”) subject to the permissions and access settings determined by the Admins. Any Team Members that are given editing permissions can also modify and create derivative works based upon the Team Content, as permitted by the functionality of the Service. By adding Team Members to a Team, you hereby authorize us to share all Team Content (whether completed or work in progress) with all the Team Members in that Team. You acknowledge sole responsibility for and assume all risk arising from sharing your Team Content with the Team Members. You understand that anyone that has access to your Team Content can copy and save their own version of it and privately edit it.

4. Contributions to Team Content

If you accept an invitation to join a Team as a Team Member, then you acknowledge and agree that the Content you create, upload to, or modify on the Team space will be made available to the other Team Members as Team Content. You hereby grant and agree to grant, or permit Rive to grant, to your Team Members the right to copy, distribute, modify and create derivative works based upon your Team Content as permitted by the functionality of the Services. Additionally, you acknowledge and agree that the Team Owner and Admin may make Team Content available to other users under various licenses and permissions as described in Section D-6, and you hereby grant and agree to grant, or permit Rive to grant, to other users outside of the Team the right to copy, distribute, modify and create derivative works based upon your Team Content as determined by the Team Owner and/or Admin.

C. Subscriptions and Payment

1. Pricing

The Service is free for individual Accounts, subject to these Terms. Creation of a Team requires you to purchase a subscription to access and use the Service for such Team (a “Subscription”). Your rights and the features of the Service available to your Team may depend upon the type and level of Subscription purchased. When you purchase a Subscription, you may select to be billed monthly or annually, and you will be billed immediately for the applicable interval. Pricing, payment terms and other Subscription details are described at help.rive.app/pricing.

2. Upgrades, Downgrades, and Changes

You may add additional Team Members to a Team within the interface of the Service. You will be charged for any such additional Team Members at a prorated rate for the remaining portion of the then-current billing period.

You may change the type of Subscription at any time by (i) emailing us at [e-mail] and following any instructions, if any, we provide to you in response to your change request or (ii) initiating a change through your Account settings within the Service.

3. Payment Methods

a. Credit Card Authorization. By purchasing a Subscription, you give us permission to charge your credit card or other approved method of payment for all fees incurred by you for your Subscription. Rive does not store your credit card information itself but instead relies on its third-party credit card processor. By purchasing a Subscription, you give us permission to share the applicable payment information with our third-party credit card processor.

b. Invoicing. Rive may, in its sole discretion, agree in writing to permit certain users to pay via invoice. Any such invoice will be due within 15 days of receipt thereof, payable in U.S. Dollars. If you fail to make payment on time, Rive reserves the right, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery, and (ii) terminate the applicable Account. You are solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Rive's net income) that are imposed or become due in connection with your Subscription.

4. Cancellation of a Subscription

You may cancel a Subscription at any time, effective upon the end of the then-current billing period, provided that you will not be entitled to receive any refund of any fees in connection with a cancellation. You may cancel either within the settings interface of the Services or by emailing us at [e-mail].

D. User Content

1. Definitions

a. “Content” means animations, graphics, images, designs, text, code, data, photographs, works of authorship of any kind and information or other materials that are made available through the Service.

b. “User Content” is Content that a User has made available through the Service, including without limitation Content created, generated or modified using the Service.

2. Responsibility for User Content

You are solely responsible for the content of, and for any harm resulting from, any User Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that User Content. We are not responsible for any public display or misuse of your User Content.

By making User Content available on the Service, you represent and warrant that:

i. You own all intellectual property rights in your User Content or you have obtained all copyrights, trademark rights, rights of publicity and other rights required for you to make your User Content available through the Service and to grant us the rights granted in these Terms;

ii. the downloading, copying and use of your User Content in accordance with these Terms will not infringe the proprietary or intellectual rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights, right of publicity or right of privacy, of any third party;

iii. if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, or (ii) secured from your employer a waiver as to all rights in or to the Content;

iv. you have fully complied with any third-party licenses relating to your User Content, and have done all things necessary to successfully pass through to end users any required terms;

v. your User Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

vi. your User Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);

vii. your User Content is not obscene, libelous or defamatory, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party;

viii. your User Content is not advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods; and

ix. your User Content is not named in a manner that misleads other into thinking that you are another person or company.

3. Rive May Remove or Restrict User Content

a. We do not pre-screen User Content, but we have the right (though not the obligation) to refuse, remove, or hide any User Content that, in our sole discretion, violates these Terms or any Rive policies.

b. We further reserve the right, at our sole discretion, to mark certain content as “Restricted Content” or to allow other Users to do so within the Service, and to limit display of Restricted Content only to Users who elect to view Restricted Content, without notice to you.

4. Ownership of User Content

As between you and Rive, you own your User Content - Rive does not claim any ownership rights in any User Content that you make available through the Service and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content.

5. License Grant to Rive

a. We need the legal right to do things like host, publish and share your User Content as part of the functionality of the Service. You grant us and our legal successors the worldwide, sublicensable, non-exclusive right and license to store, reproduce, display and publicly perform your Content, and make incidental copies as necessary to render and provide the Service. This includes the right to do things like copy your Content to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it.

b. This license does not grant Rive the right to sell your User Content or otherwise distribute or use it outside of our provision of the Service; provided, however, that Rive has the right to use your name, and your Community Content (as defined below) in connection with Rive’s marketing and promotional activities without the payment of any compensation to you.

6. License Grant to Other Users

a. By default, User Content that you post to, or create on, the Service is designated as “Private”. You may additionally make User Content available to other Users as “Community Content”.

b. Private Content. User Content that is Private is accessible only by you, or, if such User Content is created within a Team, the other members of that Team.

c. Community Content. User Content that is marked as Community is accessible to all Users, and may be remixed, modified and used by all Users, including saving as their own User Content within their separate Rive account, under the creative commons license described at https://creativecommons.org/licenses/by/4.0/.

d. Changes. Once you have made your User Content available to another user as Community Content, you are not able to revoke the access previously provided to such other User, even if you change the permissions associated with that User Content or hide the User Content.

7. Rive Access to Private Content

Notwithstanding the designation of User Content as Private, in addition to any other rights granted elsewhere in these Terms, Rive personnel may access any User Content:

a. For support reasons in order to enable us to provide the Service.

b. When access is required for security reasons, including when access is required to maintain ongoing confidentiality, integrity, availability and resilience of theService.

c. If we have reason to believe the contents of a private file are in violation of the law or of these Terms, we have the right to access, review, and remove them. Additionally, we may be compelled by law to disclose the contents of your private files.

E. Rive Intellectual Property

Any other provision of these Terms notwithstanding, Rive exclusively owns all right, title and interest in and to the Services and in all Content other than User Content, including all associated intellectual property rights. You agree that you obtain no intellectual property rights other than the limited licenses explicitly set forth herein.

You may, from time to time, provide us with ideas, suggestions, feedback, recommendations or improvements pertaining to the Service (collectively, “Feedback”). You hereby grant us a non-exclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to us on an “as-is” basis without warranties of any kind.

F. Acceptable Use

Your use of the Service must not violate any applicable laws, including, without limitation, copyright or trademark laws, export control or sanctions laws. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.

You agree that You will not under any circumstances violate our Acceptable Use Policy available at help.rive.app/acceptable-use-policy.

G. Copyright Infringement and the Digital Millennium Copyright Act

If you are a copyright owner and you believe that content on our Service violates your rights, please contact us via email to [e-mail]. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, please consider legal uses such as fair use and licensed uses.

H. Cancellation and Termination

1. Account Cancellation

You can cancel your Account at any time via the settings menu made available to you in the Service or by emailing us at [e-mail].

2. Effect of Cancellation

a. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your profile and your User Content approximately 90 days after cancellation or termination (though some information may remain in encrypted backups and caching or references to your Content may not be made immediately unavailable). This information can not be recovered once deleted.

b. We will not delete Content that: (i) you have contributed to a Team in your capacity as a Team Member, or (ii) other users have forked and added to their own separate accounts.

c. If you are the owner of a Team at the time of termination or cancellation of your Account, the access to the Team will be suspended for all Team members. Please transfer ownership of any Team prior to termination or cancellation if you wish such Team to continue after termination or cancellation of your account.

3. Rive May Terminate

We may terminate your access to and use of the Service, at our sole discretion, at any time and without notice or liability to you, provided that, if you have paid for a Subscription and the termination is not due to your breach of these Terms, we will refund you any prepaid but unused fees for the period of your Subscription that extends beyond the effective date of such termination. If Rive terminates your access to the Service due to your breach of these Terms, you will not be entitled to any refund.

4. Survival

All provisions of these Terms which, by their nature, should survive termination will survive termination — including, without limitation: ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

I. Disclaimer of Warranties

Rive does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service. You acknowledge that we have no control over, and no duty to take any action regarding: (i) what Content You access via the Services; (ii) what effects the Content may have on You, and how You may interpret or use the Content; or (iii) what actions You may take as a result of having been exposed to the Content. We make no representations concerning any content contained in or accessed through the Service, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.

RIVE PROVIDES THE SERVICE “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

J. Limitation of Liability

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:

• the use, disclosure, or display of your User Content;

• Your use or inability to use the Service;

• any modification, price change, suspension or discontinuance of the Service;

• the Service generally or the software or systems that make the Service available;

• unauthorized access to or alterations of your transmissions or data;

• statements or conduct of any third party on the Service;

• any other user interactions that you input or receive through your use of the Service; or

• any other matter relating to the Service.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in these Terms is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

OUR MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICE SHALL NOT EXCEED THE GREATER OF (1) TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO COMPANY DURING THE TWELVE MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES OR (2) $100.

K. Indemnification

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of (1) your use of the Service, (2) your Content or (3) your violation of these Terms, provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Rive of all liability.

L. Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Rive links, and that link to Rive. Rive does not have any control over those non-Rive websites and webpages, and is not responsible for their contents or their use. By linking to a non-Rive website or webpage, Rive does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Rive disclaims any responsibility for any harm resulting from your use of non-Rive websites and webpages.

M. Changes to these Terms

These Terms are subject to occasional revision. We will notify you of any changes to these Terms by posting the new Terms on the Service and updating the “Last Updated” date. We will also notify you of material changes by sending an email to the email address you have provided to us. For existing User, any changes to these Terms will be effective thirty calendar days following notification of such change, and for new users entering into these Terms after the new “Last Updated” date, these changes will be effective immediately. Continued use of the Service following such changes will indicate your acknowledgement of such changes and agreement to be bound by the updated version of these Terms.

N. Miscellaneous

1. Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Rive and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements. If for any reason an arbitrator or court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

2. Notices

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by us: (i) via e-mail; or (ii) by posting to the Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

3. Governing Law

Except to the extent applicable law provides otherwise, these Terms and your access to or use of the Service are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. You and Rive agree to submit to the exclusive jurisdiction and venue of the courts located in the County of San Francisco, California.

4. Class Action Waiver

You and Rive agree that all claims brought against the other must be brought in such party’s individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding, except to the extent such restriction is prohibited by applicable law.

5. Non-Assignability

Rive may assign or delegate these Terms of Service and/or the Rive Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.

6. Severability, No Waiver, and Survival

If any part of these Terms is held invalid or unenforceable, that portion of these Terms will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Rive to enforce any provision of these Terms will not be considered a waiver of our right to enforce such provision.