Updated on: September 1, 2024
Terms of service
Welcome to Rivet, invitation-only communities of B2B SaaS revenue individuals and leaders!
Please read these Terms of Service (“Terms”) carefully. These Terms are a binding agreement between Rivet (“we,” “us,” or “our”) and you, whether you are a member, an applicant for membership, or simply visiting our website.
PLEASE NOTE: THESE TERMS REQUIRE THAT ANY DISPUTES BE RESOLVED THROUGH INDIVIDUAL ARBITRATION, MEANING NO CLASS ACTIONS OR GROUP CASES ARE PERMITTED.
By applying for membership, using your membership benefits, or accessing any of Rivet’s services or materials, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. This also includes any rules, policies, or procedures we publish or communicate to you, which may be updated over time.
If you do not agree with these Terms, please do not apply for membership, discontinue your use of any membership benefits, and do not access or use any of our services or materials.
- 1.1. What Is Governed By These Terms? These Terms set forth the terms and conditions governing your access to and use of the Rivet Platform, your Membership, and your participation in and use of Rivet’s services, events, and materials (collectively, the “Services”).
- 1.2. Additional Terms. Your use of certain components, features, or aspects of the Services may be subject to additional terms and conditions specified by us from time to time. Such additional terms shall be deemed incorporated into these Terms by reference. This includes any additional terms about specific Membership benefits, features, or limitations described through the Platform. In case of a conflict between these Terms and any additional terms or other agreements, the additional terms or other agreements will govern, but only for the portion of the Platform to which they apply.
- 1.3. Using the Services on behalf of a Legal Entity. If you are acting on behalf of a legal entity (including using the Services through an account created for such entity), “you” will refer to both you as the individual and the legal entity you represent.
- 1.4. Privacy Policy. Rivet will handle any Personal Information (as defined in our Privacy Policy) obtained about or from you according to our Privacy Policy, which is fully incorporated by reference into these Terms.
- 1.5. Right to Become a Member or to Use the Services.
- 1.5.1. Unless Rivet agrees otherwise in writing, you may apply for and be a Member of only a specific Community, not all Communities. Membership criteria may vary by Community.
- 1.5.2. Rivet approves Membership applications based on our specific criteria (which may vary by Community). You acknowledge and agree that Membership is granted at Rivet’s sole discretion. Rivet may refuse Membership or access to the Services to any individual and may change eligibility criteria at any time.
- 1.5.3. If you are under age 18, you may not become a Member or use any part of the Services.
- 1.5.4. You are responsible for ensuring your Membership, use of the Services, and these Terms comply with all applicable laws. Your right to be a Member or use the Services will be automatically revoked without notice if prohibited by any law, rule, regulation, or court order applicable to you. Membership and Services are for your use and benefit only, not for any third party.
- 1.5.5. FOR THE AVOIDANCE OF DOUBT, RIVET RETAINS THE RIGHT IN ITS SOLE DISCRETION TO DENY ACCESS TO ANYONE TO ALL OR ANY PART OF THE SERVICES AT ANY TIME AND FOR ANY REASON, INCLUDING BUT NOT LIMITED TO, FOR VIOLATION OF THESE TERMS.
- 2.1. Authorization to Use the Services, Rivet Materials, and the Platform. Rivet grants you a limited, non-transferable, non-sublicensable, royalty-free authorization to access and use the Services, including the Platform and Rivet Materials, provided that any such access and/or use is fully compliant with these Terms.
- 2.2. Intellectual Property Rights. You understand, acknowledge, and agree that any Intellectual Property (including all Intellectual Property Rights therein) and other proprietary elements of the Services, including the Platform and all Rivet Materials, are and shall remain the sole and exclusive property of Rivet and its licensors, or other providers of such services and materials. These are protected by copyright, trademark, patent, trade secret, and other intellectual property-related and proprietary rights laws. All rights not expressly granted to you herein are reserved to Rivet and its licensors.
- 2.3. Services Are For Personal Use Only; Restrictions on Use. Unless Rivet expressly states otherwise in writing, you may only use the Services for your personal, non-commercial purposes. You shall not access, use, or permit any third party to access or use the Services or any part thereof (including the Platform and any Rivet Materials) except as permitted by these Terms.
For clarity and without limiting the generality of the foregoing, you shall not, except as expressly permitted by these Terms or by Rivet in writing:
- 2.3.1. Access, use, or otherwise deal with the Services or any part thereof (including the Platform and Rivet Materials) except solely for non-commercial purposes;
- 2.3.2. Copy, modify, or create derivative works or improvements of the Services or any part thereof (including the Platform and Rivet Materials);
- 2.3.3. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any part of the Services to any other person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
- 2.3.4. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Platform in whole or in part;
- 2.3.5. Bypass or breach any security device or protection used by the Platform or access or use the Services or any part thereof other than through the use of your valid username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used to verify an individual’s identity and authorization to access and use the Services or any part thereof;
- 2.3.6. Knowingly input, upload, transmit, or otherwise provide to or through the Platform any information or materials that are unlawful, harmful, or contain, transmit, or activate any viruses;
- 2.3.7. Damage, destroy, disrupt, disable, impair, interfere with, or otherwise harm in any manner the Services or any part thereof (including the Platform and Rivet Materials) or Rivet’s provision of the Services to any third party;
- 2.3.8. Remove, delete, alter, or obscure any trademarks, Rivet Materials, specifications for the Platform, warranties or disclaimers, or any notices regarding copyright, trademark, patent, or other intellectual property rights from the Platform or any Rivet Materials, including any copies thereof;
- 2.3.9. Access or use the Services or any part thereof (including the Platform and Rivet Materials) in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of Rivet or any third party, or that violates any applicable law; or
- 2.3.10. Access or use the Services or any part thereof (including the Platform and Rivet Materials) for the development, provision, or use of a competing software service, product, or technology.
- 2.4 Responsibility for Users; Unauthorized Use. You are solely and fully responsible for any activities performed through or in connection with your login credentials or passwords associated with your Membership or other access to the Services, whether or not done by you or a third party, with or without your permission. This includes any use or interactions with the Platform or Rivet Materials by any person acting at your direction or on your behalf as if such person were your employee. You shall implement all necessary commercially reasonable administrative, physical, and technical safeguards to prevent unauthorized access, use, and disclosure of the Services, including the Platform and Rivet Materials.
3. MEMBERSHIP; MEMBERSHIP FEES.
- 3.1. Services Are Only For Members. Except where Rivet explicitly states otherwise, access to the Services and any related features are exclusively available to Members in good standing. Any access to the Platform or Rivet Materials outside this scope is limited to Members.
- 3.2. Member of a Specific Community. Unless Rivet agrees otherwise in writing, the benefits of your Membership are limited to the rights and services provided to Members of the specific Community you belong to.
- 3.3. Your Membership Application and Other Information Related to your Membership.
- 3.3.1. You represent and warrant that all information you’ve provided in your Membership application or any other communications with Rivet is accurate and complete. You agree to update this information if it changes. You can update your details by submitting a Member Directory Update Form.
- 3.3.2. Your login credentials and passwords are for your use only. No one else is permitted to use your credentials to access or use any of the Services. You’re responsible for maintaining the confidentiality of your Membership-related information, including login credentials and passwords.
- 3.4. Term of Membership; Cancelling Your Membership.
- 3.4.1. Your Membership, along with your rights and obligations, continues until it expires or is terminated by you or Rivet.
- 3.4.2. You may cancel your Membership at any time by emailing us at success@tryrivet.co with seven (7) days notice before your Membership renewal and agreeing to an exit interview. Cancellation will be effective as soon as processed. If you cancel, no further automatic charges will be made to your Payment Card. Note, that Rivet does not offer refunds or credits for cancellations.
- 3.5. Membership Fees and Billing.
- 3.5.1. A Member’s Membership fee (“Membership Fee”) shall initially be the amount that was communicated to that Member during Rivet’s process for approving her or his Membership. RIVET RESERVES THE RIGHT TO MODIFY YOUR MEMBERSHIP FEE (BY RAISING, LOWERING, OR OTHERWISE MODIFYING YOUR MEMBERSHIP FEE) AS IT SEES FIT IN ITS SOLE DISCRETION AND AT ANY TIME by directly notifying you or by announcing a modification of Membership Fees through the Platform. No other notice to you is required for any such modification.
- 3.5.2. The Membership Fee for your Membership will be automatically billed to the specific credit card, debit card, or other payment card you have provided for this purpose (your “Payment Card”). BY SUBMITTING AN APPLICATION FOR MEMBERSHIP AND PROVIDING YOUR BILLING INFORMATION, YOU AUTHORIZE RIVET TO AUTOMATICALLY RENEW YOUR MEMBERSHIP AND AUTOMATICALLY CHARGE YOUR PAYMENT CARD THE APPLICABLE MEMBERSHIP FEE ON AN ANNUAL OR MONTHLY BASIS UNTIL YOU CANCEL. Your Payment Card will continue to be automatically charged the applicable Membership Fees unless and until your Membership has ended in accordance with Section 3.4.
- 3.5.3. For monthly Membership plans, the fee will be charged to your Payment Card on the day of checkout and on each subsequent monthly anniversary, as long as you remain a Member.
- 3.5.4. For annual Membership plans, the fee will be charged to your Payment Card on the day of checkout and on each subsequent anniversary, as long as you remain a Member.
- 3.5.5. No refunds will be issued for Membership Fees if your Membership is terminated before the end of the calendar month or Membership year. This applies regardless of the reason for termination.
- 3.5.6. IF YOU RECEIVED A PROMOTIONAL MEMBERSHIP FEE OR FREE TRIAL, RIVET WILL AUTOMATICALLY RENEW YOUR MEMBERSHIP AND CHARGE YOUR PAYMENT CARD THE STANDARD (I.E., NON-PROMOTIONAL) MEMBERSHIP FEE UPON EXPIRATION OF THE PROMOTIONAL OR FREE TRIAL PERIOD.
- 3.6. Billing Information; Payment Processor.
- 3.6.1. To pay for your Membership Fees, you will be required to supply your Payment Card number and expiration date, your billing address, and other relevant billing information (“Billing Information”). You agree to keep this information accurate and up-to-date.
- 3.6.2. Billing is handled by third-party processors, not Rivet. We’re not responsible for declines or processing fees charged by your Payment Card issuer. Payment processors use fraud prevention protocols, and your Payment Card issuer may impose additional fees. For more information about how we use your Billing Information, including how we may share it with third-party payment processors and vendors, please review the Privacy Policy.
- 3.7. Free Trials. Rivet may offer access to some Services, such as events, free for a limited time (a “Free Trial”). By accepting a Free Trial, you agree to all Terms except those related to billing and payment.
- 3.8. Taxes. All Membership Fees are exclusive of taxes, charges, or fees imposed by any governmental authority. You’re responsible for all such charges, excluding taxes on Rivet’s income.
- 3.9. Failure To Timely Pay Membership Fees. If you fail to pay your Membership Fees in full when due then, in addition to all other remedies that may be available to Rivet:
- 3.9.1. If Membership Fees are not paid on time, Rivet may charge interest on overdue amounts at 1.5% per month or the maximum rate allowed by law; and
- 3.9.2. Rivet may suspend your access to the Services until all overdue amounts and interest are paid. We’re not liable for any issues arising from such suspension.
- 3.10. Collections. You are responsible for all costs of collection, including legal fees, if Rivet needs to enforce payment obligations.
- 3.11. Changes to Memberships. Rivet may modify or discontinue Membership types, Fees, benefits, features, or limitations at its discretion. Changes will be communicated directly or through the Platform (each, a “Membership Change”). IF YOU DO NOT AGREE TO ANY MEMBERSHIP CHANGE, YOUR SOLE REMEDY IS TO CANCEL YOUR MEMBERSHIP AND IMMEDIATELY DISCONTINUE ANY ACCESS TO OR USE OF ANY OF THE SERVICES.
- 4.1. Code of Conduct. You must follow Rivet’s Code of Conduct in all interactions with the Community, Events, and Member Contributions.
- 4.2. Interactive Features. The Services may have features like message boards, chat rooms, and forums that let you post content. These are part of the Platform.
- 4.3. Events; Additional Terms and Conditions For Events. The Services may include Events of different sorts, varying in duration, tone, expected level of participation, or otherwise. You hereby acknowledge and agree to each of the following terms and conditions as lawful consideration for being permitted by Rivet to to participate in such Event:
- 4.3.1. EVENTS MAY INVOLVE RISKS, INCLUDING SERIOUS INJURY OR DEATH. BY PARTICIPATING, YOU ACCEPT THESE RISKS AND ACKNOWLEDGE THAT YOU MIGHT FACE NEGLIGENT EMERGENCY RESPONSES.
- 4.3.2. You release Rivet and related parties from any claims related to Event activities, including those arising from negligence.
- 4.3.3. Events may be recorded. You grant Rivet rights to use and modify these recordings in any format and medium without additional compensation.
- 4.3.4. You allow Rivet to use your name, likeness, and other personal details in Event recordings.
- 4.3.5. Rivet owns all rights to Event recordings and related content. You agree to assign these rights to Rivet, including waiving any “Moral Rights”
- 4.3.6. Rivet is not obligated to use Event recordings. You cannot review or approve them, and Rivet is not liable for their use or modification.
- 4.3.7. You waive rights to any claims related to the use of Event recordings, even if resulting from negligence.
- 4.3.8. Your participation and the use of Event recordings will not infringe on any third-party rights or agreements.
- 4.4. Definition of “Member Contribution.” “Member Contribution” This term covers anything you do or say in the Community or through the Platform, including your actions at Events and posted content.
- 4.5. Status of Member Contributions. You acknowledge and agree that, as between you and Rivet, your Member Contributions shall be considered non-confidential and non-proprietary. Subject to our Privacy Policy, by making any Member Contribution, you grant us, our licensees and service providers and other vendors, and each of our and their respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. In connection therewith, you represent and warrant that:
- 4.5.1. Your Member Contributions are non-confidential, and you grant Rivet the right to use them as described in the Privacy Policy; and,
- 4.5.2. Your contributions must comply with the Terms and Code of Conduct; and,
- 4.5.3. You are responsible for your Member Contributions’ legality and accuracy.
- 4.6. Enforcement of Terms Regarding Member Contributions. Rivet has the right to:
- 4.6.1. Remove or refuse to post Member Contributions at its discretion;
- 4.6.2. Take any action against any Member Contribution that violates Terms or creates liability; and,
- 4.6.3. Disclose your identity if necessary to address complaints about your contributions.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone making or posting any Member Contribution. YOU WAIVE AND HOLD HARMLESS RIVET, ITS PERSONNEL, LICENSEES, SERVICE PROVIDERS, AND OTHER VENDORS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY ANY SUCH PARTY, ANY LAW ENFORCEMENT AGENCY OR OTHER GOVERNMENTAL AUTHORITY.
- 4.7. No Prior Review of Member Contributions; No Liability. Rivet does not review contributions before posting and is not responsible for their content or any issues resulting from them.
- 4.8. Copyright Infringement. If you believe that any Member Contribution violates your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of Rivet to terminate the Memberships and other rights to access and use the Services of repeat infringers.
- 4.9. No Reliance on Information and Materials Shared with You.
- 4.9.1. Information shared through the Services is for general purposes only. Rivet is not liable for reliance on this information.
- 4.9.2. Third-party content and opinions do not reflect Rivet’s views, and Rivet is not responsible for their accuracy.
- 4.10. Linking to the Platform. You can link to the Platform’s homepage if it is done fairly and legally, but you cannot imply any endorsement or association without permission.
5. THIRD-PARTY PLATFORMS AND SERVICES.
- 5.1.1. Rivet may use third-party websites, services, or resources to provide certain Services (e.g., online video conversations). These third-party platforms are referred to as “External Platforms” and may include links to partners or social media networks.
- 5.1.2. Links to External Platforms are for your convenience and do not imply endorsement of their content. We are not responsible for the content or accuracy of materials on these External Platforms. Use caution when downloading files to protect your devices from viruses. Accessing External Platforms is at your own risk, and we are not liable for any resulting damage or loss.
- 5.1.3. If you use External Platforms to access or use our Services, you must comply with their terms and conditions. If you do not agree to these terms, do not use those External Platforms.
6. MAINTENANCE AND AVAILABILITY OF THE SERVICES. Rivet may take the Services offline or make them unavailable for reasons such as scheduled or emergency maintenance, force majeure events, security issues, or internal matters. This may include parts of the Platform or Company Materials.
7. MODIFICATIONS TO THE SERVICES. Rivet reserves the right to change, remove, or update any part of the Services, including the Platform and Company Materials, at any time. We may also introduce additional fees for services that were previously free of charge.
8. ANONYMIZED INFORMATION. Subject to our Privacy Policy, we may use anonymized, aggregated data from your use of the Services for improvement and other purposes. This data will not identify you personally. We own all rights to this anonymized data, and you have no ownership or rights to it.
9. FEEDBACK. Any suggestions or feedback you provide regarding the Services are owned solely by Rivet. This includes all related intellectual property rights. If provided in a confidential setting, such feedback is also considered Confidential Information. You agree to assign any necessary rights to us to secure this ownership.
10. YOUR OBLIGATIONS WITH REGARD TO THE PLATFORM. You shall be solely responsible for
- Obtaining and maintaining all computer hardware, software, and communications equipment you need to access the Platform including any Interactive Features and any Rivet Materials provided on or through the Platform,
- Paying all third-party access, usage, or service charges or fees incurred while accessing the Platform, and
- Implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against Viruses.
Also You Must
- Abide by all Applicable Laws in connection with these Terms and the Platform,
- Use the Platform or any portion thereof only for those legal purposes permitted herein, and
- Comply with all regulations, policies, and procedures of any networks and telecommunications providers involved in accessing or using the Platform.
11. CONFIDENTIALITY.“Confidential Information” includes any private or confidential information about Rivet, the Services, or any part thereof, Rivet’s past, present, or future business, operations, products, services, partners, Personnel, vendors, customers, or technology, and any agreement, arrangement, or understanding that Rivet and you are both parties to. To the extent that you receive or otherwise obtain any Confidential Information, you shall hold that Confidential Information in confidence, not share or transfer it to any other Person, and use it only as expressly permitted by Rivet. For the avoidance of doubt, any information that Rivet shares generally with, or with a large group of, its Members shall be deemed not to be Confidential Information. At any time Rivet so requests, or automatically and immediately if your Membership and/or any other rights you may have to access or use the Services are terminated, you shall return (if tangible copies) or permanently delete or destroy (if digital or otherwise intangible copies) all copies of any Confidential Information you possess or otherwise have control of.
12. REPRESENTATIONS AND WARRANTIES. You represent and warrant that the following is accurate and true as of the date on which you apply for a Membership or, if you have not applied for Membership, the date on which you first use or access any of the Services, and you covenant that the following will remain accurate and true during the entire time you, or others at your direction or on your behalf, access or use any of the Services: (a) you are a natural Person with legal capacity over 18 years of age or you are a legal entity properly incorporated, formed, or organized (as the case may be) and existing under the laws of the jurisdictions of its incorporation, formation, or organization; (b) you have the authority and capacity to enter into the agreement constituted by these Terms; (c) these Terms constitute a legal, valid, and binding obligation, enforceable against you according to their terms; (e) you are not under any restriction or obligation that it would be reasonable to conclude may affect your performance of your obligations under these Terms; and (f) your entry into the agreement constituted by these Terms and your performance of your obligations under these Terms will not breach or result in a default under (i) if you are a legal entity, your charter, articles, bylaws, limited liability company agreement, or any other governing document or agreement to which you are subject, (ii) any Applicable Law to which you are subject, or (iii) any agreement to which you are a party or by which you are bound.
13. TERMINATION AND EXPIRATION.
- 13.1.1. Rivet may, in our sole discretion, change, suspend, or terminate all or any part of your Membership, your right to use or access all or any part of the Services (including all or any portion of the Platform or the Rivet Materials), at any time and without prior notice or liability, if you breach these Terms or if Rivet is unable to continue to offer all or any part of the Services. In the event you cancel your Membership or it is otherwise terminated, regardless of reason, you shall immediately and completely cease any accessing or use of the Services.
- 13.1.2. Notwithstanding the termination, for any or no reason, of your Membership, the agreement formed between the Parties by these Terms, and/or any other rights you may have to access or use the Services, you acknowledge and agree that Sections 1-11 and 1-18, as well as any other terms that by their nature are intended to survive the termination of your Membership, the agreement formed between the Parties by these Terms, and/or any other rights you may have to access or use the Services, shall survive such termination.
14. INDEMNIFICATION. You shall indemnify, defend, and hold harmless Rivet and its Personnel (each such Person, an “Indemnitee”) from and against any and all Claims arising from, related to, or otherwise occurring in connection with any actual or alleged (a) violation of these Terms by you, (b) a violation, infringement, or misappropriation of any third party’s Intellectual Property Rights, proprietary rights, privacy or personality rights, or other rights by you, or (c) gross negligence or willful misconduct by you. For the avoidance of doubt, the remedies set forth in this Section are in addition to, not instead of, any other remedies available to an Indemnitee pursuant to these Terms or otherwise available to an Indemnitee under Applicable Law. Rivet reserves the right to assume the exclusive defense and control (at your sole expense) of any matter that is subject to indemnification under this Section. In such a case, you agree to cooperate (at your sole expense) with any reasonable requests assisting our defense of such matter.
15. DISCLAIMERS; LIMITATIONS OF LIABILITY.
- 15.1. Disclaimer of Warranties. RIVET AND ITS PERSONNEL MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ERROR-FREE FUNCTIONING, VIRUS-FREE STATUS, OR ACCURACY OF THE SERVICES, INCLUDING ANY EVENT, THE PLATFORM, THE RIVET MATERIALS, OR ANY COMPONENT, FEATURE, OR PORTION THEREOF OR ANY INFORMATION OR DATA MADE AVAILABLE FROM ANY OF THEM FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, ANY PORTION THEREOF, AND ANY INFORMATION, DATA, OR MATERIALS (INCLUDING BUT NOT LIMITED TO THE RIVET MATERIALS) MADE AVAILABLE FROM, ON, OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND. RIVET DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL EVENTS, THE PLATFORM, AND THE RIVET MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TO THE EXTENT THAT RIVET MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
- 15.2. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RIVET OR ANY OF ITS PERSONNEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ARISING FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY PART THEREOF, INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD PARTY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. IN THE EVENT THAT RIVET OR ANY OF ITS PERSONNEL ARE DETERMINED TO HAVE ANY LIABILITY HEREUNDER, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF RIVET OR ITS PERSONNEL WILL BE LIMITED TO THE LESSER OF TEN THOUSAND EGYPTIAN POUNDS OR THE TOTAL AMOUNT YOU HAVE ACTUALLY PAID TO RIVET (FOR EXAMPLE, YOUR MEMBERSHIP FEES) IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, RIVET WOULD NOT PROVIDE YOU WITH A MEMBERSHIP OR MAKE AVAILABLE ANY OF THE SERVICES TO YOU.
- 15.3. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH JURISDICTIONS, THE LIABILITY OF RIVET AND ITS PERSONNEL SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTHING IN THESE TERMS SHALL AFFECT ANY LEGAL RIGHTS AND REMEDIES YOU HAVE UNDER ANY LOCAL LAW.
16. AMENDMENTS AND UPDATES. These Terms may be amended, modified, updated, or terminated at any time by Rivet, provided that Rivet notifies you in advance of any material amendment, modification, or update by posting an amended version of the Terms through the Platform (and the date of such posting shall be deemed the date of notification) or by notifying you of such change(s) in accordance with the notification provision included in these Terms. Any such amendment, modification, or update shall go into effect on the tenth (10th) business day following the date of such notification (a “Terms Amendment Date”). Any use or accessing of the Services or any part thereof on or following the applicable Terms Amendment Date, except solely to the extent that may be required by you to terminate your Membership, shall be deemed to constitute your acceptance of such amendment, modification, or update to these Terms.
17. MISCELLANEOUS.
- 17.1. Entire Agreement and Severability. Unless you and Rivet expressly agree otherwise in writing, these Terms constitute the entire agreement between you and Rivet with respect to the subject matter hereof and any transactions contemplated herein and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Rivet with respect to the same. If any provision of these Terms is found to be unenforceable or invalid by a court or arbitrator, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
- 17.2. Amendment and Modification; Waiver. Unless done pursuant to Section 16, No changes to these Terms, including amendments, updates, rescissions, terminations, or discharges, are effective unless in writing, identified as such, and signed by an authorized representative of each Party. No waiver of any provision shall be effective unless explicitly set forth in writing and signed by the waiving Party. Failure to exercise or delay in exercising any rights, remedy, power, or privilege under these Terms does not operate as a waiver, nor does any single or partial exercise preclude any other or further exercise of any right, remedy, power, or privilege.
- 17.3. Assignment. You cannot assign, sublicense, or delegate your Membership, rights, or obligations under these Terms without Rivet’s prior written consent. Rivet may assign, sublicense, transfer, or delegate its rights and obligations without your consent. These Terms are binding and inure to the benefit of both Parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. Any unauthorized assignment, delegation, or transfer is null and void.
- 17.4. Relationship of the Parties. The relationship between the Parties is that of independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship. Neither Party has any authority to bind the other in any respect.
- 17.5. Third-party Beneficiaries. The Parties agree that any Event Releasee, Authorized Party, or Indemnitee is a third-party beneficiary of relevant sections. Otherwise, these Terms are for the sole benefit of the Parties and their permitted successors and assigns, and no other person shall have any legal or equitable right, benefit, or remedy under these Terms.
- 17.6. Governing Law. These Terms and any transactions contemplated herein, including your access to and use of the Services, are governed by the laws of Egypt, without regard to conflict of law provisions that would require the application of laws from another jurisdiction.
- 17.7. Equitable Relief. You acknowledge that a breach of Sections 2.3 or 11 might cause Rivet irreparable harm, for which monetary damages may not be adequate. In such cases, Rivet is entitled to equitable relief, including restraining orders, injunctions, specific performance, or other court relief, without needing to prove actual damages. These remedies are in addition to any other legal remedies.
- 17.8. Headings; Construction. Any section, subsection, and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.
- 17.9. Notices.
- 17.9.1. By using the Platform or communicating with Rivet electronically, you consent to receive notices and communications electronically. Rivet may communicate with you via email or by posting notices on the Platform. Electronic communications satisfy any legal requirements that such communications be in writing. Notices from Rivet intended for you are effective when sent to your provided email address.
- 17.9.2. Day-to-day communications regarding your Membership or use of the Services may be sent to success@tryrivet.co. Other communications, including breach notices, must be sent by personal delivery, courier, or certified mail to Rivet, 111, Tahrir st, District 16, Elsheikh Zayed, Giza. Communications are effective only upon receipt and compliance with these requirements.
- 17.10. Force Majeure. Rivet is not liable for delays or non-performance due to causes beyond its reasonable control.
- 17.11. Contacting Rivet. Subject to Section 17.10, you may contact Rivet at amojoe@tryrivet.co
18. ADDITIONAL DEFINITIONS; INTERPRETATION.
- 18.1. Additional Definitions. In addition to those capitalized terms defined elsewhere in these Terms, the terms below have the following meanings:
“Applicable Law” means any law, statute, regulation, ordinance, rule, directive, order, judgment, or governmental requirement enacted or agreed upon by any government entity, including courts.
“Claim” means any losses, damages, liabilities, claims, actions, judgments, settlements, penalties, fines, costs, or expenses, including attorneys’ fees, related to infringement, libel, defamation, invasion of privacy, or any similar claim in tort, contract, or other legal theory.
“Rivet Materials” means any content, data, or information provided by Rivet, including manuals, instructions, or documents related to the Services or Platform, and anything that describes the functionality, features, or requirements of the Platform.
“Event” means any event operated by or at the direction of Rivet that Members can attend as a benefit of their Memberships, including in-person, online, telephone, videoconference, or a combination of these formats.
“Governmental Authority” means any government entity or regulatory authority that has the power to enforce laws or regulations applicable to the Terms.
“Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing, (b) copyrights, including all applications and registrations related to the foregoing, (c) trade secrets and confidential know-how, (d) patents and patent applications, (e) websites and internet domain name registrations, and (f) other intellectual property and related proprietary rights, interests, and protections (including all rights to sue and recover and retain damages, costs, and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to Intellectual Property, including any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Party” means either you or Rivet, and, together, you and Rivet may be referred to as the “Parties.”
“Person” means (a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and (b) any individual.
“Personnel” means, in connection with a Party, the employees, officers, directors, managers, managing members, agents, subcontractors, vendors, equity holders, and legal and financial representatives of such Party.
“Platform” means, collectively, Rivet’s websites located at www.tryrivet.co and each other Rivet website, mobile site, service, application, online platform or tool, any third-party platform, service, or tool that Rivet uses to provide any functionality to its Members or other users of the Services, any other part of Rivet’s information technology infrastructure, including computers, software, hardware, architecture, and related systems, databases, electronic systems (including database management systems), and networks (and including code related thereto), if any, whether operated directly by Rivet or through the use of third-party services, as well as any new versions, updates, revisions, improvements, and modifications of any part of the Platform.
“Viruses” means any computer infections, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties or that otherwise prevents Rivet, any of its Personnel, anyone acting on Rivet’s direction, any Member or any other user of any of the Services to access or use all or any part of the Services.
- 18.2. Interpretation. When a reference is made in these Terms to a Section, such reference shall be to a Section of these Terms unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in these Terms, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in these Terms shall refer to these Terms as a whole and not to any particular provision of these Terms. The definitions contained in these Terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any agreement, instrument, or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, or statute as from time to time amended, modified, or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by a succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.