Riverside terms
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Terms and Conditions
Terms and Conditions
Last Revised: 26/02/2022
Last Revised: December 4, 2022
IMPORTANT -READ CAREFULY THE FOLLOWING AGREEMENT BEFORE USING THE SERVICE (AS DEFINEDBELOW). By selecting the “I Agree” button below, or by using the service, you (defined in this Agreement as the "CUSTOMER") agree to be legally bound by this AGREEMENT. if you do not agree to be bound by the terms of this agreement, then do not click “i agree” or use the service. Furthermore, you hereby waive any rights or requirements under any law or regulation in any jurisdiction which requires an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law. If you are entering into this Agreement on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the term "You" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with this Agreement, you must not accept this Agreement or use the Platform.
Welcome to Riverside! Riverside offers a cloud-based platform for recording, editing, and sharing remote audio and audio-visual recordings locally for podcasts and other uses, available online and via a mobile application (“Platform").
The following terms and conditions (the “Agreement”) stipulate the terms and conditions of your access and use of the online platform provided by Riverside.fm (“Riverside”), for recording your remote interview’s audio and video locally for podcasts and other uses (“Platform"). The Platform is provided solely for your own use. Your use of the Platform is expressly conditioned on your compliance and consent with this Agreement. By accessing or using the Platform, you are indicating that you agree to be bound by this Agreement. Riverside reserves the right to modify or discontinue the Platform or any feature or functionality thereof at any time without notice.
These Terms of Use (the “Terms”) stipulate the terms, along with any other policies referenced and incorporated herein, of your access and use of the Platform provided by RiversideFM, Inc. (“Riverside”). These Terms are between Riverside and you, either individually, or on behalf of your employer or any other entity which you represent. If you are entering into these Terms on behalf of a third-party, company, or other legal entity, you represent that you have full authority to bind such entity and its affiliates to these Terms, in which case the term "you" and “your” will refer to such entity and its affiliates. IF YOUDO NOT AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS, OR DO NOTHAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY, PLEASEDO NOT ACCEPT THESE TERMS OR USE THE PLATFORM.
Your use of the Platform is expressly conditioned on your compliance and consent to these Terms. You affirm your consent to these Terms by either (i) accessing the Platform or (ii)signing an Order Form.
You may not use or access the Platform if you are a direct competitor of Riverside unless explicitly agreed by Riverside in writing. Furthermore, you may not use or access the Platform for benchmarking or any other competitive purpose.
THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATEAND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, ANDOBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THATYOU SUBMIT CLAIMS YOU HAVE AGAINST RIVERSIDE TO BINDING AND FINAL ARBITRATION,AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST RIVERSIDE ONAN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ORREPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEKRELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON ANINDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVEAGAINST RIVERSIDE RESOLVED BY A JURY OR IN A COURT OF LAW.IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DONOT ENTER, CONNECT TO, ACCESS, OR USE THE PLATFORM IN ANY MANNER.
1. Platform.
1. Platform.
1.1 License. Subject to the terms of this Agreement, Riverside shall provide Customer a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to access and use the Platform. The Platform is intended for business use. Riverside is not intended for use by individuals under the age of 16. Customer’s license to use the Platform is limited to such number of hours of recording as stated in the applicable package purchased by Customer (the “Package”). Any use of the Platform other than as permitted by this Agreement or the applicable Package is strictly prohibited and will automatically terminate Customer’s rights under this Agreement. All rights and licenses not expressly granted by this Agreement are reserved by Riverside.
1.1 Modification or Discontinuation. Riverside reserves the right to add, modify ordiscontinue any feature or functionality of the Platform at any time withoutnotice.
1.2 Account. To access and use the Platform, Customer shall be required to register for an account. When Customer creates an account, Customer confirms that he is 16 years or older, and that the information Customer provides is accurate, complete, and current at all times. Inaccurate or incomplete information may result in the immediate termination of Customer’s account on the Platform. Customer is responsible for maintaining the confidentiality of its account and password. Customer agrees to accept responsibility for any and all activities or actions that occur under its account. Customer shall notify Riverside immediately upon becoming aware of any breach of security or unauthorized use of Customer’s account. Customer may not use as a username the name of another person or entity or that is not lawfully available for use without appropriate authorization. Customer may not use as a username any name that is offensive, vulgar or obscene. Customer is responsible for the activities of all users who access or use the Platform through its account and Customer shall ensure that any such user will comply with the terms of this Agreement and any Riverside policies.
1.2 Age Representation. You represent that you are of legal age in your jurisdiction to form a binding contract, but in any event at least thirteen(13) years old. Children under the age of thirteen (13) are not permitted to use the Platform. If you are between thirteen (13) and eighteen (18) years old, you must review these Terms with your parent or guardian, have him/her accept it on your behalf, as well as approve your use of the Platform.
1.3 Platform Interruptions. Customer’s access and use of the Platform may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Platform or other actions that Riverside, in its sole discretion, may elect to take.
2. Account Registration
2.1 Account. To access and use the Platform, you must create an account. When creating an account or when you are added into an account by an entity you are engaged with (such as your employer) and creating your user profile, you agree to (i) provide accurate and complete information, (ii) maintain the confidentiality of your account and password, (iii) agree to accept responsibility for any and all activities or actions that occur under the account, and (iv) immediately notify Riverside in writing upon becoming aware of any security breach or unauthorized access or use of your account. You are responsible for the activities of all users who access or use the Platform through your account and shall ensure that any such user will comply with the Terms herein. Riverside may assume that any communication received from your account has been made by you. You will be solely responsible and liable for any losses, damages, liability, and expenses incurred by us or a third party, due to any unauthorized usage of the account by either you or any other user or third party on your behalf. Riverside may suspend your account if Riverside reasonably suspects that you or anyone on your behalf is using the account in a manner that violates these Terms.
1.4 Third Party Features. The Platform may contain services, features and functionalities linking Customer to, or providing Customer with, certain functionality and access to third party services and content (including without limitation, YouTube), including using service providers for cloud infrastructure and hosting services. Customer acknowledges that Riverside is not responsible for such third party services (and the each respective third party service shall be governed by its applicable terms and conditions, including the YouTube Terms of Services available at https://www.youtube.com/t/terms). If Customer shall have any problems resulting from use of any third party services, or if Customer suffers data loss or other losses as a result of problems with any other service providers or any third-party services, Riverside will not be responsible unless the problem was the direct result of its actions.
You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. In the event that you lose access to an account or otherwise request information about an account, Riverside reserves the right to request any verification deemed necessary before restoring access to or providing information about such account.
2. Intellectual Property Rights; Privacy
You are solely liable and responsible for understanding the settings, privileges and controls for the Platform and for controlling who becomes a user and what are the settings and privileges for such user, including without limitation, the right for a user to invite guests, the right to access, modify or share recordings, etc. You are responsible for the activities of all users, including any Order Form they may place. You acknowledge that any action taken by a user of an account, is deemed by us as an authorized action, and you shall have no claim in this regard.
2.1 Riverside Technology. All intellectual property rights in the Platform and any part thereof and any and all derivatives, modifications, enhancements, changes and improvements thereof (the "Riverside Technology") lie exclusively with Riverside. No title to or ownership of any proprietary rights related to the Riverside Technology is transferred to Customer. All rights not explicitly granted to Customer are reserved by Riverside.
2.2 Riverside Trademarks. All trademarks and all other marks, trade names, service marks, illustrations, images, or logos appearing in connection with the Platform are and shall remain, the exclusive property of Riverside and are subject to the protection granted by applicable laws.
2.2 Third Party Features. The Platform may contain functionality that links to third party websites not owned or controlled by Riverside, such as YouTube, Spotify, etc. The Platform may also rely on third-party cloud infrastructure providers such as AWS. You acknowledge that Riverside is not responsible for such third-party services (and that each respective third-party service shall be governed by its own applicable terms and conditions). If you shall have any problems resulting from use of any third-party services, or if you suffer data loss or other losses as a result of problems with any other service providers or any third-party services, Riverside will not be responsible unless the problem was the direct result of its actions.
2.3 Restrictions. Customer shall not (i) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Riverside Technology, or derive or attempt to create or derive, by reverse engineering or otherwise, the source code from any object code supplied hereunder, nor shall it permit any third party to do so; (ii) resell, lease, sublicense or distribute the Riverside Technology to any person; (iii) represent that it possess any proprietary interest in the Riverside Technology;(iv) use the name, trademarks, trade-names, and logos of Riverside; (v) sub-license its right to access and use the Platform or otherwise provide remote access to the Platform to any third party; and (vi) permit any unauthorized person to access or use the Platform. Furthermore, Customer shall not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Platform or any portion thereof.
3. Intellectual Property Rights; License
Riverside Intellectual Property. All intellectual property rights in the Platform, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Content), and any part thereof and any and all derivatives, modifications, enhancements, changes and improvements thereof (the "Riverside Intellectual Property")lie exclusively with Riverside. No title to or ownership of any proprietary rights related to the Riverside Intellectual Property is transferred to you. All rights not explicitly granted to you are reserved by Riverside.
2.4 Copyright Policy. Riverside respects the intellectual property rights of others. It is Riverside’s policy to respond expeditiously to any claim that Content posted on the Platform infringes on the copyright or other intellectual property rights(“Infringement”) of any person or entity, and in appropriate circumstances and at Riverside’s discretion, to disable or terminate the accounts of users who repeatedly infringe the copyrights of others. If you area copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright Infringement, please submit your claim via email to info@riverside.fm with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement.
3.1 License. Subject to the Terms herein, Riverside shall provide you a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to access and use the Platform during the Term (defined below). Any use of the Platform other than as permitted by these Terms is strictly prohibited and will automatically terminate your rights under these Terms. All rights and licenses not expressly granted by these Terms are reserved by Riverside.
2.5 Privacy. Exercise of the rights and licenses granted hereunder shall be subject to Riverside’s Privacy Policy, currently available at https://riverside.fm/privacy-policy, which is incorporated by reference herein. Customer shall comply with the privacy policy terms and any applicable privacy laws.
3.2 Restrictions. Except as explicitly permitted in these Terms, you may not and shall not allow a third party to (i) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Riverside Intellectual Property, or derive or attempt to create or derive, by reverse engineering or otherwise, the source code from any object code supplied hereunder; (ii) resell, lease, sublicense or distribute the Riverside Intellectual Property to any person;(iii) represent that it possess any proprietary interest in the Riverside Intellectual Property; (iv) use the name, trademarks, trade-names, and logos of Riverside; (v)sub-license its right to access and use the Platform or otherwise provide remote access to the Platform to any third party; (vi) permit any unauthorized person to access or use the Platform; and/or (vii) take any action that imposes or may impose (at Riverside’s sole discretion) an unreasonable or disproportionately large load on the Riverside infrastructure or infrastructure which supports the Platform. Furthermore, you shall not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Platform or any portion thereof.
3. Content
3.3 Customer Reference. You acknowledge and accepts that Riverside has the right to use your name and/or logo on Riverside’s website, marketing materials or otherwise by public announcements and identify you as a customer. You may revoke such right, at any time, by contacting support@riverside.fm
3.1 License to Riverside. Customer here by grants Riverside a limited, non-exclusive license to use, copy, publicly perform and display and reproduce any materials used or uploaded by Customer when using the Platform (the “Content”)solely to the extent required for Customer's use the Platform and related services. Customer acknowledges and agrees that Riverside will not be liable for any Content and any use thereof, including, without limitation, for any errors or omissions, or for any infringement of third party's rights, loss or damage of any kind incurred as a result of the use or display of any Content. The Content is and shall remain Customer's property and shall be used at Customer's sole and absolute responsibility. The Platform is not intended to be used as storage, backup or archiving services. It is the Customer’s responsibility to back up the Content and the Customer is responsible for any lost or unrecoverable Content. Riverside does not screen Content and is not responsible for any use of the Content.
3.2 Warranties and Covenants. Customer hereby warrants, represents and covenants that: (i) the copying, uploading and use of the Content does not infringe upon any third party's rights, including intellectual property rights, publicity rights and privacy rights; (ii) it has fully complied with any third-party licenses, permits and authorizations required in connection with the Content; (iii) the Content does not contain any viruses, worms, Trojan horses or other harmful or destructive code or content; (iv) the Content is not obscene, libelous, offensive, vulgar, pornographic, profane, or otherwise inappropriate as determined by Riverside at its sole discretion; and (v) the Content is not illegal or encourage illegal activity. Riverside may review and delete or prevent the delivery of any Content that, in its sole judgment, violates this Agreement or any applicable law or regulation, or is otherwise objectionable.
3.3 Feedback. As a user of the Platform, you may provide suggestions, comments, feature requests or other feedback to Riverside (“Feedback”). Such Feedback is deemed an integral part of Riverside, and as such, is the sole property of Riverside without restrictions or limitations of use of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assign to Riverside any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights,artists’ rights, or any other similar rights, worldwide, in or to suchFeedback.
3.3 Content on Third Party Websites. Customer shall not, nor shall Customer allow, assist, authorize or encourage any third party to use the Platform on any website or other form of media that is unsuitable. Unsuitable sites include sites that include content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, including by way of example: (i) promote or contain sexually explicit materials, violence or violent materials, libelous or defamatory materials; (ii) contain speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or promote discrimination; (iii) promote or undertake illegal gambling, sale of firearms, hacking or cracking or any illegal activity; (iv) contain graphic violence; or (v) infringe intellectual property rights of third parties or contain any spyware, adware or other unwanted threats. It is Customer’s duty to ensure at all times that each website is suitable. Riverside may terminate this Agreement at any time if Riverside determines, in its sole discretion, that any website is unsuitable.
4. Confidentiality
Either party (a “Disclosing Party”) may disclose tothe other party (a “Receiving Party”) certain confidential informationregarding its technology and business (“Confidential Information”). Riverside’sConfidential Information includes, without limitation, the pricing. Subject tothe terms and conditions herein, the Receiving Party agrees to keepconfidential and not disclose or use any Confidential Information except tosupport its use or provision of the Services. Confidential Information shallnot include information that Receiving Party can show: (a) was already lawfullyknown to, or independently developed by, Receiving Party without access to oruse of Confidential Information; (b) was received by Receiving Party from anythird party without restrictions; (c) is publicly and generally available, freeof confidentiality restrictions; or (d) is required to be disclosed by law,regulation or is requested in the context of a law enforcement investigation,provided that Receiving Party provides Disclosing Party with prompt notice ofsuch requirement and cooperates in order to minimize such requirement.Receiving Party shall restrict disclosure of Confidential Information to thoseof its Affiliates, employees, agents, consultants and subcontractors who have areasonable need to know such information and who are bound by writtenconfidentiality obligations no less restrictive than those set out herein. Thenon-disclosure and non-use obligations set forth in this Section 4 shallsurvive the termination or expiration of these Terms for a period of three (3)years.
4. Fees; Payment Terms
5. Privacy
4.1 Fees. In consideration for the Platform, Customer shall pay Riverside a subscription fee according to Riverside’s then current price list published on its website (the "Fees")and Customer authorizes Riverside to charge Customer using the selected payment method. All payments shall be due and payable in advance. Customer's subscription will automatically renew for the same subscription period at the end of the then current subscription period. To cancel such automatic renewal Customer must unsubscribe at least 30 days prior to the end of the applicable subscription period, or as otherwise stated in the online description of the Platform. Riverside may suspend or discontinue Customer’s access to the Platform in case of Customer’s failure to pay the Fees on the date due. All payments under this Agreement are non-refundable.
5.1 Privacy. While using the Platform, Riverside may processinformation we receive from you and in connection with your use of the Platform. For more information on Riverside’s datacollection, practices, and instructions on how to exercise your rights, pleaserefer to Riverside’s Privacy Policy, which is incorporated herein by reference.
4.2 Tax. All amounts payable to Riverside are exclusive of all taxes, levies or similar governmental charges, however designated, except for taxes based on the net income of Riverside. If under applicable law taxes are required to be withheld, Customer shall pay Riverside an amount such that the net amount after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement.
5.1 Anonymous Information. Notwithstanding any other provision of these Terms,we may collect, and use Anonymous Information (defined below) relating to youruse of the Platform, and disclose it for the purpose of providing, improvingand publicizing our products and for other business purposes. “AnonymousInformation” means informationwhich does not enable identification of anindividual, such as aggregated information. Riverside owns all AnonymousInformation collected or obtained by Riverside.
4.3 Free Trial. Riverside may, at its sole discretion, offer a subscription to the Platform with a free trial (“Free Trial”). Some features or functions of the Platform may not be available to Customers during the Free Trial period. The Customer can export footage recorded during the Free Trial free of cost provided that such footage does not exceed 30 minutes. If the recording exceeds 30 minutes and Customer wishes to export the footage, Customer shall be required to purchase the Platform in order to export the footage successfully. Subject to applicable law, at any time and without notice, Riverside reserves the right to(i) modify the terms of the Free Trial, or (ii) cancel the Free Trial.
6. Content
6.1 License to Riverside. You hereby grant Riverside a limited, non-exclusive license to use, copy, display and reproduce any materials imported, uploaded, linked, shared, posted, published, stored, or otherwise generated by you when using the Platform (the “Content”) solely to the extent required for use of the Platform and related services. You acknowledge and agree that Riverside will not be liable for any Content and any use there of, including, without limitation, for any errors or omissions, or for any infringement of third-party rights, loss or damage of any kind incurred as a result of the use or display of any Content. The Content is and shall remain your property and shall be used at your sole and absolute responsibility. The Platform is not intended to be used as storage, backup or archiving services. It is your responsibility to back up the Content and your responsible for any lost or unrecoverable Content. Riverside does not screen Content and is not responsible for any use of the Content.
5 Warranties. Each party represents and warrants that (i) this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the terms of this Agreement, and (ii) its execution and delivery of this Agreement and its performance hereunder will not violate any applicable law, rule or regulation.
6.2 Copyright Policy. Riverside respects the intellectual property rights of others. It is Riverside’s policy to respond expeditiously to any claim that Content posted on the Platform infringes the copyright or other intellectual property rights (“Infringement”) of any person or entity, and in appropriate circumstances and at Riverside’s discretion, to disable or terminate the accounts of users who repeatedly infringe the copyrights of others. If you area copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright Infringement, please submit your claim via emailtoinfo@riverside.fmwith the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement.
6 Disclaimer of Warranties. RIVERSIDE PROVIDES THE USAGE OF THE SERVICE TO CUSTOMERON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OFMERCHANTABILITY, NON INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE ORACCURACY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, RIVERSIDE DOES NOTWARRANT THAT THE SERVICE OR ANY SERVICES RELATED THERETO WILL BE DELIVERED ORPERFORMED ERROR-FREE OR WITHOUT INTERRUPTION.
6.3 Warranties and Covenants. You hereby warrant, represent and covenant that: (i) the copying, uploading and use of the Content does not infringe upon any third party's rights, including intellectual property rights, publicity rights and privacy rights; (ii) it has fully complied with any third-party licenses, permits and authorizations required in connection with the Content; (iii) the Content does not contain any viruses, worms, Trojanhorses or other harmful or destructive code or content; (iv) the Content is not obscene, libelous, offensive, vulgar, pornographic, profane, or otherwise inappropriate, tortious or unlawful as determined by Riverside at its reasonable discretion; and (v) the Content is not illegal or encourage illegal activity. While Riverside is not obligated to screen or monitor any Content, in real time or other wise, Riverside reserves the right to review and delete or prevent the delivery of any Content that, in its judgment, violates these Terms or any applicable law or regulation, or is otherwise objectionable.
Riverside is not responsible for performance issues caused by low-performance of Customers ’computers, microphones or cameras and low-bandwidth Internet connections. If Riverside identifies slow performance due to its system, Riverside shall use commercially reasonable efforts to restore the Platform to acceptable performance levels. Customer’s sole remedy for any disruption or failure to provide support shall be termination of this Agreement.
6.4 Content on Third Party Websites. You shall not, nor shall you allow, assist, authorize or encourage any third party to publish the output you create through your use of the Platform on any website or other form of media that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, or (i) promoting or containing sexually explicit materials, violent materials, libelous or defamatory materials; (ii) containing speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or promoting discrimination; (iii) promoting or undertaking illegal gambling, sale of firearms, hacking or cracking or any illegal activity; (iv) containing graphic violence; or (v) infringing intellectual property rights of third parties or containing any spyware, adware or other unwanted threats. Riverside may suspend your account if it determines, in its sole discretion, that any website is unsuitable.
7 Indemnification. Customer shall defend, indemnify and hold harmless Riverside and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with (i) Customer’s violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (ii) Customer’s violation of any third party right, including without limitation any intellectual property right, publicity rights, confidentiality, or privacy rights; or (iii) any claim asserted against Riverside in connection with the Content displayed by Customer through the Platform.
7. Fees; Payment Terms
Our order form may be completed and placed in various ways, among which, an online form or in-product quotes with Riverside’s then current price list (or any other mutually agreed upon offline form delivered by you to Riverside, including via mail, email or any other electronic or physical delivery mechanism (the “Order Form”). Such Order Form will list, at the least, the services, number of licenses, term and associated fees.
8 Limitation of Liability. RIVERSIDE’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OFOR RELATING TO THIS AGREEMENT OR THE SERVICE SHALLNOT EXCEED THE FEES PAID BY CUSTOMER FOR SUCH SERVICE during the 12 months preceding the event giving rise to the claim. TO THE EXTENT PERMITTED BY LAW, IN NO EVENTWILL RIVERSIDE BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS ORSERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOTRIVERSIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.1 Fees. In consideration for your subscription to use the Platform, you shall pay Riverside a subscription fee as set forth in the applicable Order Form (the "Fees") and you authorize Riverside to charge you using the selected payment method. All payments shall be due and payable in advance. Your subscription will automatically renew for the same subscription period at the end of the then current subscription period. To cancel such automatic renewal, you must unsubscribe at least 30 days prior to the end of the applicable subscription period, or as otherwise stated in the online description of the Platform. Riverside may suspend or discontinue your access to the Platform in case of your failure to pay the Fees on the date due. Riverside may change the Fees from time to time; however, any Fee changes will apply from the date of such modification following notice to you.
9 Term; Termination. This Agreement will remain in effect until Customer's subscription to the Platform expires or terminates, or until this Agreement is terminated. Customer may stop using the Platform at anytime and delete its account. Riverside may suspend or terminate Customer's access to the Platform immediately if Customer does not comply with the terms of this Agreement. Upon termination of the Agreement, the Customer's account will be terminated, and from the date of termination Customer will no longer be able to access its account. Sections 2, 6, 7, 8, and 10 shall survive any expiration or termination of this Agreement.
7.2 Refunds. Refunds are permissible in accordance with our Refund Policy, which is incorporated herein by reference. Except as stated therein, all Fees under these Terms are non-refundable and non-cancellable.
10 Miscellaneous. This Agreement sets forth the entire understanding between the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous written agreements and discussions concerning the subject matter of this Agreement. Riverside may change the terms of this Agreement from time to time, and such change will become effective upon the date on which it is posted on the Riverside website. By continuing to access or use the Platform, Customer agrees to be bound by the revised Agreement. The failure of either party to enforce at any time the provisions of this Agreement shall not be interpreted to be a waiver of such provisions or of the right of such party to enforce each and every such provision. This Agreement is governed by and construed in accordance with the laws of the State of Israel, without regard to the principles of conflict of laws. Any and all disputes and controversies arising out of or in connection with the Agreement shall be brought exclusively before the competent courts of the Tel Aviv District, Israel. If any provision of this Agreement is determined to be void or unenforceable by a court of competent jurisdiction, such clause shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of this Agreement shall not be affected. All notices given under this Agreement shall be in writing and shall be deemed to have been duly given: when delivered, if delivered by messenger during normal business hours of the recipient; when sent, if transmitted by facsimile transmission during normal business hours of the recipient; or on the third business day following posting, if posted by international air mail. Customer may not transfer or assign its rights or obligations under this Agreement to any third party. Any purported assignment contrary to this section shall be void.
7.3 Tax. All amounts payable to Riverside are exclusive of all taxes, levies or similar governmental charges, however designated, except for taxes based on the net income of Riverside. If you are in a jurisdiction which requires deductions or withholding under applicable law, you shall pay Riverside an amount such that the net amount after withholding of taxes shall equal the amount that would have been otherwise payable under these Terms.
7.4 Free Trial. Riverside may, at its sole discretion, offer for a limited period a freemium subscription and/or free trial to the Platform or limited features or functions thereof (“Free Trial”). Some features or functions of the Platform may not be available to you during the Free Trial period. Riverside may allow you to export footage recorded during the Free Trial free of cost provided that such footage does not exceed a certain threshold. If the recording exceeds such threshold and you wish to export the footage, you shall be required to purchase a subscription to the Platform in order to export the footage successfully. Subject to applicable law, at any time and without notice, Riverside reserves the right to modify the terms of the Free Trial or cancel the Free Trial. Modifications of the terms or increase in fees will apply from the date of such modification.
8. Warranties. Each party represents andwarrants that (i) these Terms constitute a legal, valid and binding obligation,enforceable against it and in accordance with these Terms, and (ii) itsexecution and delivery of the Terms and its performance hereunder will notviolate any applicable law, rule or regulation.
9. Disclaimer of Warranties. NOTWITHSTANDING ANYTHING INTHESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW: RIVERSIDE PROVIDES THE USAGE OF THE PLATFORM TO ONAN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. RIVERSIDE AND OUR AFFILIATES, SUBCONTRACTORS,AGENTS, AND VENDORS (INCLUDING THIRD PARTY SERVICE PROVIDERS) HEREBY DISCLAIMTHE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULARPURPOSE OR ACCURACY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, RIVERSIDEDOES NOT WARRANT THAT THE PLATFORM OR ANY SERVICES RELATED THERETO WILL BEDELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION OR THAT THE PLATFORMIS FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY ORRESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS,OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CONTENT) MAY SUFFER,THAT ARE BEYOND OUR CONTROL.
Riverside is not responsible for performance issues caused by low-performance of your computers, microphones or cameras and low-bandwidth internet connections. If Riverside identifies slow performance due to its system, Riverside shall use commercially reasonable efforts to restore the Platform to acceptable performance levels. You sole remedy for any disruption or failure to provide support shall be termination of these Terms.
10 Indemnification. You shall defend, indemnify and hold harmless Riverside and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with (i) your violation of these Terms or any representation, warranty, or agreement referenced herein, or any applicable law or regulation; (ii) your violation of any third party right, including without limitation any intellectual property right, publicity rights, confidentiality, or privacy rights; or (iii) any claim asserted against Riverside in connection with the Content displayed through the Platform.
Riverside shall defend, indemnify, and hold you harmless from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees, arising out of or in connection with third-party claims alleging infringement by the Platform of any patent or copyright or misappropriation of any trade secret. The foregoing defense and indemnification obligations do not apply if (i) the allegation does not state with specificity that the Platform is the basis of the claim against you; (ii) a claim against You arises from the use or combination of the Platform or any part thereof with software, hardware, data, or processes not provided by Riverside, if the Platform or use thereof would not infringe without such combination; (iii) a claim against you arises under an Order Form for which there is no charge or a Free Trial; or (iv) a claim against you arises from your Content, third-party applications, services or software or your breach of these Terms or applicable Order Forms.
Indemnification Process. The obligations of either party to provideindemnification under these Terms will be contingent upon the indemnifiedparty: (i) providing the indemnifying party with prompt written notice of anyclaim for which indemnification is sought (provided that the indemnified party’sfailure to notify the indemnifying party will not diminish the indemnifyingparty’s obligations under this Section, except to the extent that theindemnifying party is materially prejudiced as a result of such failure); (ii)cooperating fully with the indemnifying party (at the indemnifying party’sexpense); and (iii) allowing the indemnifying party to control the defense andsettlement of such claim, provided that no settlement may be entered intowithout the consent of the indemnified party if such settlement would requireany action on the part of the indemnified party other than to cease using anyallegedly infringing or illegal content or services. Subject to the foregoing,an indemnified party will at all times have the option to participate in anymatter or litigation through counsel of its own selection at its own expense.
11. Limitation of Liability. TO THE EXTENT PERMITTED BYLAW, IN NO EVENT WILL RIVERSIDE BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSSOF CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FORSPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ONANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDINGNEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT RIVERSIDE HASBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RIVERSIDE’S MAXIMUM AGGREGATE LIABILITYUNDER, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOTEXCEED THE FEES PAID BY YOU FOR SUCH SERVICE DURING THE 12 MONHTS PRECEDING THEEVENT GIVING RISE TO THE CLAIM.
12. Term; Termination. These Terms will remain in effect until your subscription to the Platform expires or terminates (the “Term”). You may stop using the Platform at any time and delete your account and Riverside may suspend or terminate your access to the Platform immediately if you do not comply with these Terms. Upon termination, your account will be terminated, and you will no longer be able to access your account. Sections 3, 4, 5, 6, 7,10, 11, and 12 shall survive any expiration or termination of these Terms.
13. Force Majeure. Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, pande